Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 13.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average (with a copy to the Trustee and Conversion Agent) as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the RegisterRegister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section 6.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) Upon the occurrence of (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combinationcombination covered by Section 2.1), (bii) any consolidation, merger or combination or similar transaction involving the Companymerger, (c) any sale, lease or other transfer to a third party sale of all or substantially all of the consolidated Company's assets (other than a sale of all or substantially all of the assets of the Company and its Subsidiariesin a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Company or any other Person), or (diii) any statutory a binding share exchangeexchange which reclassifies or changes the outstanding shares of Common Stock, in each case, case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (including cash with respect to or any combination thereof) in exchange for such Common Stock (any such event, a “Merger Event”), then, then at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes exercise this Warrant will be changed into a right to exercise this Warrant into the kind type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate issuable upon exercise of this Warrant immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such the Merger Event event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will to be convertible received upon exercise will be deemed to be the weighted average of the types and amounts of consideration Reference Property to be received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Events).

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (including cash or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that at the right effective time of the Reorganization Event each Security shall be convertible into, with respect to convert the Principal Amount each $1,000 in principal amount of Notes into such Security, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”) upon ). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall notify Holders be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference PropertySecurities. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets (including cash or any combination thereof) other property of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Reorganization Event, then such supplemental indenture shall also be executed by such other successor or purchasing Person. When , as the Company executes a supplemental indenture pursuant case may be, and shall contain such additional provisions to this Section 7.05, protect the interests of the Holders of the Securities as the Board of Directors of the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice reasonably consider necessary by reason of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsforegoing.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(c) applies), (bii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or similar transaction involving the Companyother property (or any combination thereof) with respect to or in exchange for such Common Stock, or (ciii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, or (d) to any statutory share exchange, in each case, other Person as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture to the same extent that this Indenture so complies) providing for the right to convert the Principal Amount of Notes that each Security shall be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereofand in the same proportion) that receivable (the “Reference Property”) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event Reorganization Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or been entitled to receive (in the “Reference Property”) upon case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 11 and Article 9 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (including cash or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one or more Subsidiaries (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the TIA as in force at the date of execution of such supplemental indenture) providing for that at the effective time of the Reorganization Event, the right to convert the Principal Amount a Security shall be changed into, with respect to each $1,000 in principal amount of Notes such Security, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the effective time of such Merger Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”) upon ). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 9, Article 8 and Article 7 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall notify Holders be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference PropertySecurities. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets (including cash or any combination thereof) other property of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Reorganization Event, then such supplemental indenture shall also be executed by such other successor or purchasing Person. When , as the Company executes a supplemental indenture pursuant case may be, and shall contain such additional provisions to this Section 7.05, protect the interests of the Holders of the Securities as the Board of Directors of the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice reasonably consider necessary by reason of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsforegoing.

Effect of Reclassification, Consolidation, Merger or Sale. In If any of the case of following events occur, namely (ai) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, with another corporation as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares holders of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been shall be entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash cash) with respect to or in exchange for such Common Stock, or (iii) any combination thereofsale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) of a Person other than with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When execute with the Company executes Trustee a supplemental indenture pursuant to this Section 7.05, (which shall comply with the Company Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Debenture shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, be convertible into the kind or and amount of cash, shares of stock and other securities or property or assets that will comprise (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a unit holder of Reference Property after any a number of shares of Common Stock issuable upon conversion of such Merger EventDebentures immediately prior to such reclassification, any adjustment change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holdersthe adjustments provided for in this Article XV. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the his address of such Holder as it appears appearing on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity Register provided for in Section 2.5 of such supplemental indenturethis Indenture. The above provisions of this Section 15.6 shall similarly apply to successive Merger Eventsreclassifications, consolidations, mergers, combinations, and sales. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) Except as otherwise provided in Section 12.04, if any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(a) applies), (bii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or similar transaction involving the Companyother property (or any combination thereof) with respect to or in exchange for such Common Stock, or (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, or (d) Subsidiaries substantially as an entirety to any statutory share exchange, in each case, other Person as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such eventevent or transaction, a “Merger Reorganization Event”), then, at then after the effective time of the Merger such Reorganization Event, the Company Securities shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes only be convertible into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereofand in the same proportion) that receivable (the “Reference Property”) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Reorganization Event and the Company or successor Person shall execute a supplemental indenture to such effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or been entitled to receive (in the “Reference Property”) upon case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 9 and Article 11 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In If the case of (a) Company is a party to any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision or combination), (b) any or a consolidation, merger amalgamation, merger, binding share exchange, statutory arrangement, sale or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party conveyance of all or substantially all of the Company's consolidated assets of to another person or entity or other similar combination involving the Company and its Subsidiaries, or (d) any statutory share exchangeCompany, in each case, as a result of case pursuant to which the Common Stock would be Shares are converted intointo cash, securities or exchanged forother property, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, then at the effective time of the Merger Event, such transaction the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that the right to convert the Principal Amount of Notes Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofother than Ineligible Consideration (as defined below)) that receivable upon such transaction by a holder of a number of shares of Common Stock equal to the Conversion Rate Holder had such Holder converted its Securities immediately prior to such Merger Event would have owned or been entitled to receive transaction solely for Common Shares (the “"Reference Property”) upon such Merger Event"). If such Merger Event transaction causes the Common Stock Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes Securities will be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock Shares that affirmatively make such an election. The Company shall notify Notwithstanding the foregoing, if Holders would otherwise be entitled to receive, upon conversion of the Notes Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such weighted average Ineligible Consideration. Such supplemental indenture shall provide for adjustments which shall be as soon nearly equivalent as may be practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Propertyadjustments provided for in this Article XIII. If, in the case of any Merger Eventsuch reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Shares includes cash, securities or assets (including cash or any combination thereof) other property of a Person corporation other than the successor or purchasing corporation, as the case may be, in such Merger Eventtransaction, then such supplemental indenture shall also be executed by such other Person. When corporation and shall contain such additional provisions to protect the Company executes a supplemental indenture pursuant to this Section 7.05, interests of the Holders as the Board of Directors of the Company shall promptly deliver to reasonably consider necessary by reason of the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holdersforegoing. The Company shall also cause give notice to the Holders, the Trustee, the Co-Trustee and the Conversion Agent at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the execution Security except in accordance with any other provision of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenturethis Indenture. The above provisions of this Section 13.06 shall similarly apply to successive Merger Eventsreclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(c) applies), (bii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive cash, securities or similar transaction involving the Companyother property (or any combination thereof) with respect to or in exchange for such Common Stock, or (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, to any other Person as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such eventevent or transaction, a “Merger Event”"REORGANIZATION EVENT"), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and with the provisions of Article 9 herein) providing for the right to convert the Principal Amount of Notes that each Security shall be convertible into the kind and amount of shares of or stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the applicable Conversion Rate immediately prior to such Merger Reorganization Event would have owned or been entitled to receive (the “Reference Property”"REFERENCE PROPERTY") upon in such Merger Reorganization Event. If For purposes of the foregoing, the form and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types forms and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 11 and Article 9 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (including cash or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Subsidiaries) as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that at the right effective time of the Reorganization Event each Note shall be convertible into, with respect to convert the Principal Amount each $1,000 in principal amount of Notes into such Note, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”) upon ). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article VI and in Article V of this Supplemental Indenture and in the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall notify Holders be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference PropertyNotes. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets (including cash or any combination thereof) other property of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Reorganization Event, then such supplemental indenture shall also be executed by such other successor or purchasing Person. When , as the Company executes a supplemental indenture pursuant case may be, and shall contain such additional provisions to this Section 7.05, protect the interests of the Holders of the Notes as the Board of Directors of the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice reasonably consider necessary by reason of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsforegoing.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes and the Trustee of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any recapitalization, of the following events occur: (i) any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.2(c) applies), (bii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Company, (ciii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, or (d) to any statutory share exchange, other Person in each case, case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property with respect to or assets (including cash or any combination thereof) (any in exchange for such eventCommon Stock, a “Merger Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that each Security shall be convertible into : (i) cash up to the right to convert the Principal Amount of Notes into the kind aggregate principal amount thereof; and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofii) that a holder of a number of shares in lieu of Common Stock equal to otherwise deliverable, the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (the “Reference Property”) upon such Merger Event), subject to our right to deliver cash in lieu of all or a portion of the Reference Property in accordance with applicable procedures set forth in Section 12.1. If such Merger Event causes For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any recapitalization, of the following events occur: (i) any reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.2(c) applies), (bii) any consolidation, merger merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Company, (ciii) any sale, lease sale or other transfer to a third party conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, or (d) to any statutory share exchange, other Person in each case, case as a result of which the holders of Common Stock would shall be converted intoentitled to receive cash, securities or exchanged for, stock, other securities, other property with respect to or assets (including cash or any combination thereof) (any in exchange for such eventCommon Stock, a “Merger Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that each Security shall be convertible into : (i) cash up to the right to convert the Principal Amount of Notes into the kind aggregate principal amount thereof; and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofii) that a holder of a number of shares in lieu of Common Stock equal to otherwise deliverable, the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (the “Reference Property”) upon such Merger Event), subject to our right to deliver cash in lieu of all or a portion of the Reference Property in accordance with applicable procedures set forth in Section 12.1 . If such Merger Event causes For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In If the case of (a) Company is a party to any recapitalization, reclassification or change of the Common Stock Shares (other than changes resulting from a subdivision or combination), (b) any or a consolidation, merger amalgamation, merger, binding share exchange, statutory arrangement, sale or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party conveyance of all or substantially all of the Company's consolidated assets of to another person or entity or other similar combination involving the Company and its Subsidiaries, or (d) any statutory share exchangeCompany, in each case, as a result of case pursuant to which the Common Stock would be Shares are converted intointo cash, securities or exchanged forother property, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, then at the effective time of the Merger Event, such transaction the Company or the successor or purchasing person, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that the right to convert the Principal Amount of Notes Securities shall be convertible into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofother than Ineligible Consideration (as defined below)) that receivable upon such transaction by a holder of a number of shares of Common Stock equal to the Conversion Rate Holder had such Holder converted its Securities immediately prior to such Merger Event would have owned or been entitled to receive transaction solely for Common Shares (the “"Reference Property”) upon such Merger Event"). If such Merger Event transaction causes the Common Stock Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes Securities will be convertible will shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock Shares that affirmatively make such an election. The Company shall notify If Holders would otherwise be entitled to receive, upon conversion of the Notes Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such weighted average Ineligible Consideration. Such supplemental indenture shall provide for adjustments which shall be as soon nearly equivalent as may be practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Propertyadjustments provided for in this Article XIII. If, in the case of any Merger Eventsuch reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Shares includes cash, securities or assets (including cash or any combination thereof) other property of a Person corporation other than the successor or purchasing corporation, as the case may be, in such Merger Eventtransaction, then such supplemental indenture shall also be executed by such other Person. When corporation and shall contain such additional provisions to protect the Company executes a supplemental indenture pursuant to this Section 7.05, interests of the Holders as the Board of Directors of the Company shall promptly deliver to reasonably consider necessary by reason of the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holdersforegoing. The Company shall also give notice to the Holders at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the RegisterSecurity Register maintained by the Security Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 13.06 shall similarly apply to successive Merger Eventsreclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, and in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Common Stock Change Event”), then, at the effective time of the Merger Common Stock Change Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Common Stock Change Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Common Stock Change Event. If such Merger Common Stock Change Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes and the Trustee in writing of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Common Stock Change Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the CompanyParent, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company Parent and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert exchange the Principal Amount of Notes (so long as the remaining amount of this Note not so exchanged is equal to $200,000 or an integral multiple of $1,000 in excess thereof) into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into for which the Notes will be convertible exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company or the Parent shall notify Holders of the Notes and the Trustee of such weighted average as soon as practicable after such determination is made. The Company Parent shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (including cash or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that at the right effective time of the Reorganization Event each Security shall be convertible into, with respect to convert the Principal Amount each $1,000 in principal amount of Notes into such Security, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”) upon ). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good 62 faith by the Company (which determination shall notify Holders be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference PropertySecurities. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets (including cash or any combination thereof) other property of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Reorganization Event, then such supplemental indenture shall also be executed by such other successor or purchasing Person. When , as the Company executes a supplemental indenture pursuant case may be, and shall contain such additional provisions to this Section 7.05, protect the interests of the Holders of the Securities as the Board of Directors of the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice reasonably consider necessary by reason of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsforegoing.

Effect of Reclassification, Consolidation, Merger or Sale. In If any of the case of following events occur: (ai) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combinationcombination to which Section 12.02(a) applies), (bii) any consolidation, merger merger, statutory share exchange or combination of the Company with another Person, or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, or (d) Subsidiaries substantially as an entirety to any statutory share exchangeother Person, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stockCapital Stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at then after the effective time of the Merger such Reorganization Event, the Company Securities shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes only be convertible into the kind and amount of shares of stockCapital Stock, other securities or securities, other property or assets (including cash or any combination thereofthereof and in the same proportion) that receivable (the “Reference Property”) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event Reorganization Event, and the Company or successor Person shall execute a supplemental indenture to such effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have owned or been entitled to receive (in the “Reference Property”) upon case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible ) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such Such supplemental indenture shall also provide for provisions and adjustments which shall be executed as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 12, Article 9 and Article 11 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person. When Person if different from the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice original issuer of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsSecurities.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 13.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.05 applies to any event or occurrence, Section 6.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company or the successor or purchasing company, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 13.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section 6.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any saletransaction or a series of transactions resulting in a Change of Control, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) including without limitation any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with provide as a condition for the Trustee closing of such Merger Event, the execution by the Holder and the Company a supplemental indenture agreement permitted under Section 14.01 10.01 providing for the right for Holder to either (i) convert the Principal Amount of Notes Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Amount divided by $1,000 times the Applicable Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event, or (ii) require the Company or its successor to redeem this Note, in whole or in part, at a redemption price equal to the outstanding Conversion Amount being redeemed. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes Note will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes Holder of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), ; (bii) any consolidation, merger or combination or similar transaction involving the Company, ; (ciii) any sale, lease or other transfer to a third party another Person of all or substantially all of the consolidated assets of the Company Company’s property and its Subsidiaries, assets; or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at the effective time of the Merger Event, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for that at the right effective time of the Reorganization Event each Note shall be convertible into, with respect to convert the Principal Amount each $1,000 in principal amount of Notes into such Note, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”) upon ). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Merger Event. If such Merger Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible will ) shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock. If the holders of Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 5.04), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company will satisfy its conversion obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. The Company shall will notify Holders Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the Notes of such weighted average as soon as practicable after such determination is made. The Company Such supplemental indenture shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the Conversion Rate pursuant provisions and adjustments provided for in this Article V and in Article IV of this Supplemental Indenture and in the definition of “Fundamental Change” herein, as appropriate, as determined in good faith by the Company (which determination shall be conclusive), to Section 7.04 do not make such provisions apply to distributions to such other Person if different from the extent that original issuer of the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference PropertyNotes. If, in the case of any Merger Reorganization Event, the Reference Property includes shares of stockcash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or assets (including cash or any combination thereof) other property of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Reorganization Event, then such supplemental indenture shall also be executed by such other successor or purchasing Person. When , as the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withcase may be, and shall promptly deliver notice thereof contain such additional provisions to all Holdersprotect the interests of the Holders of the Notes as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall not become a party to any transaction unless its terms are consistent with the foregoing. In connection with any adjustment to the Conversion Rate as described in this clause Section 5.03(e), the Company also cause notice of will adjust the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears Initial Dividend Threshold based on the Registernumber of shares of Common Stock comprising the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference Property is comprised solely of non-stock consideration, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger EventsInitial Dividend Threshold will be zero.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, and in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Common Stock Change Event”), then, at the effective time of the Merger Common Stock Change Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Common Stock Change Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Common Stock Change Event. However, at and after the effective time of such Common Stock Change Event, (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes, (ii)(x) any amount payable in cash upon conversion of the Notes will continue to be payable in cash and (y) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Common Stock Change Event and (c) the Daily VWAP shall be calculated based on the value of a unit of Reference Property and the definitions of Trading Day and Market Disruption Event shall be determined by reference to the components of a Unit of Reference Property. If such Merger Common Stock Change Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder stockholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. If the holders of Common Stock receive only cash in a Common Stock Change Event, then for all conversions that occur after the effective date of such Common Stock Change Event, (i) the consideration due upon conversion of each Note shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased in connection with Section 7.07) multiplied by the price paid per share of Common Stock in such Common Stock Change Event and (ii) the Company will satisfy its Conversion Obligation by paying cash to converting holders on the second Business Day immediately following the Conversion Date. The Company shall notify Holders of the Notes and the Trustee in writing of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Common Stock Change Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Notes maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “"Merger Event”"), then, at the effective time of the Merger Event, the Company shall execute with execute, and the Trustee Holder shall counter-sign, a supplemental indenture agreement permitted under Section 14.01 providing for the right to convert the each $1,000 Principal Amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “"Reference Property”") upon such Merger Event. If such Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 7.05. None of the foregoing. For foregoing provisions shall affect the avoidance right of doubt, adjustments a Holder of Notes to convert its Notes into shares of Common Stock as set forth in Section 7.01 and Section 7.02 prior to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case effective date of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (ai) any recapitalization, reclassification or change of the Common Stock Ordinary Shares (other than changes resulting from a subdivision or combination), (bii) any consolidation, merger or combination or similar transaction involving the Company, (ciii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its SubsidiariesSubsidiaries substantially as an entirety, or (div) any statutory share exchange, in each case, case as a result of which the Common Stock Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, : the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to convert the Principal Amount of Notes a Security into a the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder Holder of a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event; provided that any increase in the Conversion Rate pursuant to Section 7.07 shall no longer be in effect with respect to the event constituting such Fundamental Change after the related Fundamental Change Purchase Date. If such Merger Event causes the Common Stock Ordinary Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election), the Reference Property into which the Notes Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders Holders of shares of Common Stock the Ordinary Shares that affirmatively make such an election. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments to the Conversion Rate pursuant to Section 7.04 do not apply to distributions to the extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver notice thereof to all Holders. The Company shall also cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Registerregister of the Securities maintained by the Registrar, within twenty (20) 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive Merger Eventsreclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.