Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, cash or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (at the “Conversion Consideration”)time and in the manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationshares of Common Stock, cash or a combination thereof due upon conversion. Any Notes exchanged by the designated financial institution shall remain Outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the shares of Common Stock, no later than cash or a combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall pay and/or deliver (the shares of Common Stock, cash or cause the Conversion Agent to deliver) the Notes surrendered for exchange a combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company, ’s designation of a financial institution to which Notes may be submitted for exchange does not require the Holder surrendering financial institution to accept any Notes (unless the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, at or prior to one or more 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, to a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 13.02 above (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before the close of business at or prior to 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, notify notify, in writing the Trusteewriting, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) ), that it has made such Exchange Election, and the Company shall notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) Institution as set forth in lieu of conversionthis Section 13.11). The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. Notwithstanding anything to the contrary in this Indenture or the Notes, any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes to a requirement that the Company issue shares of Common Stock in connection with such conversion will be deemed to be satisfied with the delivery of shares of Common Stock by the applicable Designated Institution in accordance with this Section 13.11.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or (plus any combination thereof, at cash in lieu of fractional shares) plus the Company’s election, that would otherwise be Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall promptly notify the Designated Financial Institution(s), designated financial institution of the Trustee Physical Settlement Method with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of shares of Common Stock, any cash in lieu of fractional shares and the Conversion ConsiderationInterest Make-Whole Amount due upon conversion. Any Notes exchanged by the designated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required shares of Common Stock, no later than any cash in lieu of fractional shares and the second Business Day immediately following any cash and/or Common Stock in respect of the relevant Conversion DateInterest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and required shares of Common Stock, together with cash in lieu of any fractional shares, plus the Conversion Agent shall cooperate to cause such Notes to be delivered Interest Make-Whole Amount due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 (15.02 and in respect of which the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 15.11, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Election and such election. In addition, the Company shall concurrently notify the Designated Financial Institution(s)Institution of the Settlement Method (and, if applicable, the Trustee Specified Dollar Amount) that Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationconsideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Company makes an Exchange ElectionDesignated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, no later than or if the second Business Day immediately following the relevant Conversion DateDesignated Institution does not accept such Notes for exchange, the Company shall shall, within the time period specified in Section 15.02(e), pay and deliver (or cause cash and/or shares of Common Stock, as applicable in accordance with the Conversion Agent to deliver) provisions of Section 15.02 as if the Notes surrendered for Company had not made an exchange to election. For the Designated Financial Institution(s) avoidance of doubt, in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon no event will the Company’s instruction in connection with effecting designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Exchange Election and shall have no liability Notes for such Exchange Election outside its controlexchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such the Notes to be delivered delivered, on or prior to one or more the close of business on the Trading Day following the Conversion Date, to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company and the Conversion Agent shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by the designated financial institution shall remain outstanding, notwithstanding the surrender of such Notes and will be subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that in writing and shall pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company has had not made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require that financial institution to accept any Notes (unless the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated financial institution to comply with the Applicable Procedures.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first (1st) Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or (plus any combination thereof, at cash in lieu of fractional shares) plus the Company’s election, that would otherwise be Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first (1st) Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall promptly notify the Designated Financial Institution(s), designated financial institution of the Trustee Physical Settlement Method with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of shares of Common Stock, any cash in lieu of fractional shares and the Conversion ConsiderationInterest Make-Whole Amount due upon conversion. Any Notes exchanged by the designated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required shares of Common Stock, no later than any cash in lieu of fractional shares and the second Business Day immediately following any cash and/or Common Stock in respect of the relevant Conversion DateInterest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and required shares of Common Stock, together with cash in lieu of any fractional shares, plus the Conversion Agent shall cooperate to cause such Notes to be delivered Interest Make-Whole Amount due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be Class A Shares and/or cash due upon conversion pursuant to as set forth in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shallit will, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall will notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion ConsiderationClass A Shares and/or cash due upon conversion. Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely deliver the Class A Shares and/or cash due upon conversion, or such designated financial institution does not accept the notes for exchange, the Company makes will deliver the Class A Shares and/or cash due upon conversion to the converting Holder at the time and in the manner required herein as if the Company had not made an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent . The Company’s designation of a financial institution to deliver) which the Notes surrendered may be submitted for exchange to the Designated Financial Institution(s) in lieu of conversionconversion pursuant to this Section 14.13 does not require the institution to accept any Notes in exchange for the Class A Shares and/or cash. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate Any such exchange pursuant to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent this Section 14.13 shall be entitled to conclusively rely upon completed in accordance with the Company’s instruction in connection with effecting any Exchange Election policies and shall have no liability for such Exchange Election outside its controlprocedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first (1st) Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount Ordinary Shares (plus any cash in lieu of cash, number of shares of Common Stock or any combination thereof, at fractional shares) plus the Company’s election, that would otherwise be Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)13.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first (1st) Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall promptly notify the Designated Financial Institution(s), designated financial institution of the Trustee Physical Settlement Method with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of Ordinary Shares, any cash in lieu of fractional shares and the Conversion ConsiderationInterest Make-Whole Amount due upon conversion. Any Notes exchanged by the designated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required Ordinary Shares, no later than any cash in lieu of fractional shares and the second Business Day immediately following any cash and/or Ordinary Shares in respect of the relevant Conversion DateInterest Make-Whole Amount due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and required Ordinary Shares, together with cash in lieu of any fractional shares, plus the Conversion Agent shall cooperate to cause such Notes to be delivered Interest Make-Whole Amount due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, stock and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 (5.02 and in respect of which the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 5.11, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Election and such election. In addition, the Company shall concurrently notify the Designated Financial Institution(s)Institution of the Settlement Method (and, if applicable, the Trustee Specified Dollar Amount) that Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationconsideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Company makes an Exchange ElectionDesignated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, no later than or if the second Business Day immediately following the relevant Conversion DateDesignated Institution does not accept such Notes for exchange, the Company shall deliver (or cause shall, within the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) time period specified in lieu of conversion. The CompanySection 5.02(e), the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause convert such Notes to be delivered to into cash and/or shares of Common Stock, as applicable in accordance with the Designated Financial Institution(s) and provisions of Section 5.02. For the Conversion Agent shall be entitled to conclusively rely upon avoidance of doubt, in no event will the Company’s instruction in connection with effecting designation of a Designated Institution pursuant to this Section 5.11 require the Designated Institution to accept any Exchange Election and shall have no liability Notes for such Exchange Election outside its controlexchange.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, stock and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 (15.02 and in respect of which the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 15.11, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Election and such election. In addition, the Company shall concurrently notify the Designated Financial Institution(s)Institution of the Settlement Method (and, if applicable, the Trustee Specified Dollar Amount) that Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationconsideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Company makes an Exchange ElectionDesignated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, no later than or if the second Business Day immediately following the relevant Conversion DateDesignated Institution does not accept such Notes for exchange, the Company shall deliver (or cause shall, within the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) time period specified in lieu of conversion. The CompanySection 15.02(e), the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause convert such Notes to be delivered to into cash and/or shares of Common Stock, as applicable in accordance with the Designated Financial Institution(s) and provisions of Section 15.02. For the Conversion Agent shall be entitled to conclusively rely upon avoidance of doubt, in no event will the Company’s instruction in connection with effecting designation of a Designated Institution pursuant to this Section 15.11 require the Designated Institution to accept any Exchange Election and shall have no liability Notes for such Exchange Election outside its controlexchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an a “Conversion Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the close of business on the Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an a Conversion Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Conversion Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the designated financial institution accepts any such Notes, it shall deliver, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof, as the case may be, due upon conversion directly to the Holder of such Notes on the date the Company makes an Exchange Electionwould have otherwise been required to deliver such consideration. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, no later than shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall pay and/or deliver (the required cash, shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange a combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner required under this Indenture as if the Company had not made a Conversion Exchange Election. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversionexchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, the Designated Financial Institution(s) and the Conversion Agent but shall cooperate to cause not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Agent shall cooperate to cause such Notes to be delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion that to the converting Holder at the time and in the manner required under this Indenture as if the Company has had not made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require that financial institution to accept any Notes (unless the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company maymay direct the Conversion Agent in writing to surrender, at its election (an “Exchange Election”)on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be cash due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, as provided under this Article 14. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, the Company shall notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion. If the designated financial institution accepts any such Notes, it will pay the cash due upon conversion to the Conversion Agent, and the Conversion Agent will pay such cash to such Holder on the third Business Day immediately following the relevant Conversion Date, notify in writing last Trading Day of the Trustee, applicable Observation Period. Any Notes exchanged by the Conversion Agent (if other than designated institution will remain outstanding. If the Trustee) and the Holder surrendering its designated financial institution agrees to accept any Notes for conversion that exchange but does not timely pay the Company has made related cash, or if such designated financial institution does not accept the Exchange Election and Notes for exchange, the Company shall notify convert the Designated Financial Institution(s), Notes and pay the Trustee and cash due on the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second third Business Day immediately following the relevant Conversion Datelast day of the applicable Observation Period, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionaccordance with this Article 14. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and financial institution to accept any Notes (unless the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) a designated financial institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, or any a combination thereofof cash and shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and such designated financial institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) such designated financial institution of the Settlement Method election and relevant deadline for payment and/or delivery of the consideration due upon conversion and the type of Conversion Consideration. If Consideration to be paid and/or delivered, as the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversioncase may be. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) designated financial institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlElection.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, all as provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, (i) the Company shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the cash, shares of Common Stock or combination thereof due upon conversion, and (ii) such designated financial institution(s) shall notify the Conversion ConsiderationAgent whether it will pay and/or deliver the consideration due upon conversion upon exchange. If the Company makes an Exchange Electiondesignated financial institution(s) accepts any such Notes, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver it (or cause they) shall pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause pay and/or deliver such Notes to be delivered cash, shares of Common Stock or combination thereof to the Designated Financial Institution(srelevant Holder. Any Notes exchanged by the designated financial institution(s) shall remain outstanding, subject to the Applicable Procedures. If the designated financial institution(s) agrees to accept any Notes for exchange but does not timely pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion, or if such designated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the converting Holder at the time and in the Conversion Agent shall be entitled to conclusively rely upon manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company’s instruction in connection designation of a financial institution(s) to which Notes may be submitted for exchange does not require the financial institution(s) to accept any Notes. The Company may, but is not obligated to, pay any consideration to, or otherwise enter into any agreement with, any designated financial institution(s) for or with effecting any Exchange Election and shall have no liability for respect to such Exchange Election outside its controldesignation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or (plus any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”cash in lieu of fractional shares). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall promptly notify the Designated Financial Institution(s), designated financial institution of the Trustee Physical Settlement Method with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of shares of Common Stock and any cash in lieu of fractional shares. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required shares of Common Stock or any cash in lieu of fractional shares due upon conversion, no later than or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered required shares of Common Stock, together with cash in lieu of any fractional shares due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, no later than shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause notify the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered required cash, shares of Common Stock or a combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as deliver to the case may beConversion Agent for delivery to the Holder, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, cash or any combination thereof, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 (4.02 and in respect of which the “Conversion Consideration”)Company has notified converting Holders. If the Company makes an Exchange Electionthe election provided for in this Section 4.05, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion Date, Date notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and such election. In addition, the Company shall concurrently notify the Designated Financial Institution(s), Institution of the Trustee method of settlement that the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationconsideration due upon conversion. Any Notes exchanged by the Designated Institution will remain outstanding. If the Company makes an Exchange ElectionDesignated Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration due upon conversion to the Conversion Agent, no later than or if the second Business Day immediately following the relevant Conversion DateDesignated Institution does not accept such Notes for exchange, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Companyshall, the Holder surrendering the Notes for conversionas promptly as practical thereafter, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause convert such Notes to be delivered to into cash, shares of Common Stock or any combination thereof, as applicable in accordance with the Designated Financial Institution(s) and provisions of Section 4.02 For the Conversion Agent shall be entitled to conclusively rely upon avoidance of doubt, in no event will the Company’s instruction in connection with effecting designation of a Designated Institution pursuant to this Section 4.05 require the Designated Institution to accept any Exchange Election and shall have no liability Notes for such Exchange Election outside its controlexchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)unless it has called the relevant Notes for redemption, cause direct the Conversion Agent to surrender, on or prior to the date two Business Days following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. The Company must notify such financial institution of the applicable Conversion Date. In order to accept any Notes surrendered for conversionsuch Notes, the Designated Financial Institution(s) designated institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, a number of shares of Common Stock equal to the Conversion Rate in effect at such time, or at its option, cash or a combination of cash and shares of Common Stock in lieu thereof, calculated based on the Conversion Average Price, plus cash for any fractional shares. If the designated institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock (and cash, if any), or cash in lieu thereof, to the Conversion Agent and the Conversion Agent will deliver those shares or cash to the Holder. Any Notes exchanged by the designated institution will remain outstanding. If the designated institution agrees to accept any Notes for exchange but does not timely deliver the related consideration, the Company will, as promptly as practical thereafter, but not later than (1) the fifth Business Day following the Conversion Date, or (2) if the designated institution elects to deliver cash or a combination thereofof cash and shares of Common Stock, the third Business Day following the determination of the Conversion Average Price, convert the Notes and deliver shares of Common Stock, or, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “option cash in lieu thereof based on such Conversion Consideration”)Average Price. If the Company makes an Exchange Electiondesignated institution declines to accept any Notes surrendered for exchange, the Company shallwill convert those Notes into shares of Common Stock, before or cash in lieu thereof at the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) option of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause the Notes to be delivered, on or prior to the close of business on the Trading Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant as described in ‎Section 14.02 above or such other consideration agreed to Section 14.02 by the converting Holder and the Designated Institution (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) ), that it has made such election, and the Company shall notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) Institution as set forth in lieu this ‎Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversionthe Depositary. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Conversion Agent and the Conversion Agent converting Holders shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon on the Company’s instruction in connection with effecting any Exchange Election and shall have no liability not be liable for such Exchange Election outside of its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes any Note for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the Business Day immediately following the Conversion Date, such Notes to be delivered Note to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such NotesNote, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, Conversion Consideration that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)this Article 5. If the Company makes To make an Exchange ElectionElection with respect to any Note, the Company shallmust, before by the close Close of business Business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election of such Note and the Company shall must notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the relevant deadline for payment and/or delivery of the Conversion ConsiderationConsideration and the type of Conversion Consideration to be paid or delivered, as the case may be. Any Notes exchanged by the designated financial institution(s) will remain outstanding, subject to the Depositary Procedures, if applicable. If any financial institution agrees to accept any Notes for exchange but does not timely pay or deliver, as the case may be, the related Conversion Consideration, or if such designated financial institution does not accept the Notes for exchange, then the Company makes an Exchange Electionwill pay or deliver, no later than as the second Business Day immediately following case may be, the relevant Conversion DateConsideration, as, and at the time, required pursuant to this Indenture as if the Company shall deliver (or cause had not made the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionelection. The Company, the Holder surrendering ’s designation of any financial institution(s) to which the Notes may be submitted for conversion, the Designated Financial Institution(sexchange does not require such financial institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting accept any Exchange Election and shall have no liability for such Exchange Election outside its controlNotes.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of cash and shares of Common Stock or any combination thereofStock, at the Company’s electionif any, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, all as provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause notify the Holder surrendering it Notes for conversion that the Company has directed such designated financial institution(s) to make an exchange in lieu of conversion and such designated financial institution(s) shall be required to notify the Conversion Agent to deliverwhether it will pay and/or deliver the consideration due upon conversion upon exchange. If the designated financial institution(s) accepts any such Notes, it (or they) shall pay and/or deliver the Notes surrendered for exchange Settlement Amount due upon conversion to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Conversion Agent and the Conversion Agent shall cooperate to cause pay and/or deliver such Notes to be delivered Settlement Amount to the Designated Financial Institution(srelevant Holder. Any Notes exchanged by the designated financial institution(s) shall remain outstanding. If the designated financial institution(s) agrees to accept any Notes for exchange but does not timely pay and/or deliver the Settlement Amount due upon conversion, or if such designated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver the Settlement Amount due upon conversion to the converting Holder at the time and in the Conversion Agent shall be entitled to conclusively rely upon manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company’s instruction in connection designation of any financial institution(s) to which Notes may be submitted for exchange does not require the financial institution(s) to accept any Notes. The Company may, but is not obligated to, pay any consideration to, or otherwise enter into any agreement with, any designated financial institution(s) for or with effecting any Exchange Election and shall have no liability for respect to such Exchange Election outside its controldesignation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion in writing that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes and will be subject to the procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and shall pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, at or prior to one or more 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, to a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 13.02 above (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before the close of business at or prior to 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, notify notify, in writing the Trusteewriting, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) ), that it has made such Exchange Election, and the Company shall notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) Institution as set forth in lieu of conversionthis Section 13.11). The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. Notwithstanding anything to the contrary in this Indenture or the Notes, any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes to a requirement that the Company issue shares of Common Stock in connection with such conversion will be deemed to be satisfied with the delivery of shares of Common Stock by the applicable Designated Institution in accordance with this Section 13.11.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders its Notes Note is submitted for conversion, the Company may, at its election (an “Exchange Election”), cause may elect to arrange to have such Notes to be delivered to one or more Note exchanged in lieu of conversion by a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionCompany. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for To make such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shallmust send notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the close Close of business Business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes Date for conversion that such Note. If the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)such election, the Trustee and the Conversion Agent then: (if other than the TrusteeA) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant such Conversion Date, the Company shall must deliver (or cause the Conversion Agent to deliver) such Note, together with delivery instructions for the Notes surrendered for exchange Conversion Consideration due upon such conversion (including wire instructions, if applicable), to a financial institution designated by the Company that has agreed to deliver such Conversion Consideration in the manner and at the time the Company would have had to deliver the same pursuant to this Article 5; (B) if such Note is a Global Note, then (i) such designated institution will send written confirmation to the Designated Financial Institution(sConversion Agent promptly after wiring the cash Conversion Consideration, if any, and delivering any other Conversion Consideration, due upon such conversion to the Holder of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and (C) such Note will not cease to be outstanding by reason of such exchange in lieu of conversion; provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration, then the Company will be responsible for delivering such Conversion Consideration in the manner and at the time provided in this Article 5 as if the Company had not elected to make an exchange in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.Section 5.09

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election election, direct the Conversion Agent to surrender, on or prior to the scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (an “Exchange Election”or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), cause such Notes notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any a combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to conversion, all in accordance with Section 14.02 (the “Conversion Consideration”)10.03 above. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Business Scheduled Trading Day immediately following preceding the relevant Conversion Datefirst trading day of the applicable Observation Period (or, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made elected Physical Settlement, by the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) close of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than business on the second Business Day immediately following the relevant Conversion Date), the Company shall deliver (or cause will notify the Conversion Agent Holder surrendering notes for conversion that the Company has directed the Financial Institution to deliver) the Notes surrendered for make an exchange to the Designated Financial Institution(s) in lieu of conversion. The CompanyIf the Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the Holder surrendering cash, shares or Common Stock or a combination thereof due upon conversion to the Notes for conversionConversion Agent, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause will pay and/or deliver such Notes to be delivered cash and/or shares of Common Stock to the Designated Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution(sInstitution will remain outstanding. If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if the Financial Institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date) and as provided in Section 10.03 above. The Company’s designation of the Conversion Agent shall Financial Institution to which the Notes may be entitled submitted for exchange does not require the Financial Institution to conclusively rely upon accept any Notes (unless the Financial Institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but will not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability Financial Institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to the first Trading Day following the Conversion Date to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be Ordinary Shares due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution(s), subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver the required Conversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver the required Conversion Consideration to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of any financial institution to which the Notes may be submitted for exchange does not require such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated financial institution(s) to comply with the Applicable Procedures.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, of cash and shares of Common Stock that would otherwise be due upon conversion pursuant to Section 14.02 due upon conversion (the “Conversion Consideration”), all as provided in this ARTICLE 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. Any Notes exchanged by the designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely deliver the Conversion Consideration, no later than or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange Consideration due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner provided in this ARTICLE 14 as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which Notes may be submitted for exchange does not require such financial institution to accept any Notes, in which case the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent notes shall be entitled converted in the manner provided in this ARTICLE 14. The Company may, but is not obligated to, pay any consideration to, or otherwise enter into any agreement with, any designated financial institution(s) for or with respect to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controldesignation.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes Securities for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately following the Conversion Date, such Notes Securities to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or or deliver, as the case may be, to such Holder, in exchange for such NotesSecurities, the amount of cash, number of shares of Class A Common Stock or any a combination thereofof cash and shares of Class A Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to conversion, as provided under Section 14.02 (the “Conversion Consideration”)4.02. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Business Scheduled Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), Holder surrendering Securities for conversion that it has directed the Trustee and the Conversion Agent (if other than the Trustee) designated financial institution to make an exchange in lieu of the relevant deadline for payment and/or delivery of the Conversion Considerationconversion. If the Company makes an Exchange Electiondesignated financial institution accepts any such Securities, no later than it shall pay or deliver, as the case may be, the related conversion consideration to such Holder on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the second Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. Any Securities exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Securities for exchange but does not timely pay or deliver, as the case may be, the related conversion consideration, or if such designated financial institution does not accept the Securities for exchange, the Company shall deliver (convert the Securities and pay or cause deliver, as the Conversion Agent to deliver) case may be, the Notes surrendered for relevant conversion consideration due at the time and in the manner required under this Article 4 as if the Company had not made an exchange to the Designated Financial Institution(s) in lieu of conversionelection. The Company, ’s designation of a financial institution to which the Holder surrendering Securities may be submitted for exchange does not require the Notes for conversion, financial institution to accept any Securities (unless the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, no later than shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered required cash, shares of Common Stock or a combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause such Notes to be delivered delivered, on or prior to one or more the second Business Day following the relevant Conversion Date, to a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock (or any Reference Property, if applicable) or combination thereofof cash and shares of Common Stock (or Reference Property, if applicable), at the Company’s election, that would otherwise be due upon conversion pursuant to as set forth in Section 14.02 (above or such other amount agreed to by such Holder and the “Conversion Consideration”)Designated Institution(s) and in respect of which the Company has notified converting Holders. If the Company makes an Exchange Electionthe election described above, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent Holder (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), with a copy to the Trustee and the Conversion Agent (if other than not the Trustee)) surrendering Notes for conversion that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of consideration due upon conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election exchange election and shall have no liability for such Exchange Election exchange election outside of its control. Any Notes exchanged by the Designated Institution will remain outstanding notwithstanding the surrender of such Notes, and will be subject to applicable Depositary procedures.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereofof cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for payment and/or delivery of the Conversion ConsiderationConsideration and the type of conversion consideration to be paid and/or delivered, as the case 74 may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary. (b) If the Company makes an Exchange ElectionDesignated Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, no later than as the second Business Day immediately following case may be, the relevant related Conversion DateConsideration to the Conversion Agent, or if the Designated Institution(s) do(es) not accept such Notes for exchange, the Company shall deliver (or cause shall, within the time period specified in Section 14.02(c), pay and/or deliver, as the case may be, the Conversion Agent to deliverConsideration in accordance with the provisions of Section 14.02. (c) For the Notes surrendered for exchange to the Designated Financial Institution(s) avoidance of doubt, in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon no event will the Company’s instruction in connection with effecting designation of any Exchange Election and shall have no liability Designated Institution(s) pursuant to this Section 14.11 require the Designated Institution(s) to accept any Notes for such Exchange Election outside its controlexchange. ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS Section 15.01.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversionconversion and the Conversion Date for such Note occurs prior to February 15, 2028, the Company may, at its election election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (an “Exchange Election”or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the Scheduled Trading Day immediately preceding the settlement date), cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any a combination thereof, at the Company’s election, that would thereof otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, as provided under this Article 14. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the Scheduled Trading Day immediately preceding the settlement date), the Company shall notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion. If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the second Business Day immediately following the relevant Conversion Datelast Trading Day of the applicable Observation Period (or, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made elected to satisfy the Exchange Election and the Company shall notify the Designated Financial Institution(s)related Conversion Obligation by Physical Settlement, the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or a combination thereof, as the case may be, or if such designated financial institution does not accept the Notes for exchange, the Company shall deliver (or cause the Conversion Agent to deliver) convert the Notes surrendered for exchange and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the Designated Financial Institution(s) related Conversion Obligation by Physical Settlement, on the second Business Day immediately following the relevant Conversion Date), in lieu of conversionaccordance with this Article 14. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and financial institution to accept any Notes (unless the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders In lieu of its Notes for conversionobligations pursuant to Section 13.02, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent in writing to surrender, on or prior to the Business Day following the Conversion Date, such Notes surrendered by a Holder for conversion to be delivered to one or more a financial institutions institution (the “Financial Institution”) designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of Notes the shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be and/or cash due upon conversion pursuant to in accordance with Section 14.02 (the “Conversion Consideration”)13.02. If the Company makes an Exchange Election, the Company shall, before the by close of business on the a Business Day immediately following the relevant Conversion Date, the Company will notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election and the Company shall will notify the Designated Financial Institution(s)Institution of the settlement method the Company has elected with respect to such conversion and the relevant deadline for delivery of the consideration due upon conversion. Any Notes exchanged by the Financial Institution shall remain outstanding. If the Financial Institution accepts any such Notes, it shall deliver the Trustee shares of Common Stock and/or cash due upon conversion, as the case may be, to the Conversion Agent and the Conversion Agent (if other than shall deliver such shares of Common Stock and/or cash due upon conversion, as the Trustee) of case may be, to the relevant deadline Holder who has surrendered such Notes for payment and/or delivery of the Conversion Considerationconversion. If the Company makes an Exchange ElectionFinancial Institution agrees to accept any Notes for exchange but does not timely deliver the related consideration, no later than or if the second Business Day immediately following Financial Institution does not accept the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause the Conversion Agent to deliver) relevant consideration as provided in Section 13.02 as if the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionCompany had not made an Exchange Election. The Company, the Holder surrendering ’s designation of a Financial Institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and the Conversion Agent shall cooperate Institution to cause such accept any Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlexchange.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely deliver, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to be converted and pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at as the Company’s electioncase may be, that would otherwise be due upon conversion pursuant to Section 14.02 (at the “Conversion Consideration”)time and in the manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee Conversion Agent and the Conversion Agent (if other than designated financial institution of the Trustee) settlement method and Cash Percentage the Company has elected with respect to the portion of the Company’s conversion obligation in excess of the principal portion of the Notes being converted in cash and the relevant deadline for payment and/or delivery of cash up to the aggregate principal amount of the Conversion ConsiderationNotes to be converted and payment or delivery, as the case may be, of cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, due upon conversion. Any Notes exchanged by the designated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, no later than as the second Business Day immediately following case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the relevant Conversion Datecase may be, or if such designated financial institution does not accept the notes for exchange, the Company shall deliver (or cause pay cash up to the Conversion Agent to deliver) aggregate principal amount of the Notes surrendered for exchange to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company, ’s designation of a financial institution to which Notes may be submitted for exchange does not require the Holder surrendering financial institution to accept any Notes (unless the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the Business Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s electionelection (and subject to the consent of the converting Holder if the Settlement Method is other than Physical Settlement), that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before by the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has made such election, and the Company shall notify the Designated Institution(s) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) as set forth in lieu this Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlDepositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, no later than shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall pay and/or deliver (the required cash, shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange a combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner required under this Indenture as if the Company had not made an Exchange Election. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require that financial institution to accept any Notes (unless the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Business Day (or, if the Company elects Physical Settlement in respect of such conversion, the Business Day) following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereofof cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if the other than the Trustee) that it has made such election. In addition, the Company shall concurrently notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. Any Notes exchanged by the Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary. (b) If the Company makes an Exchange Election, no later than Designated Institution agrees to accept any Notes for exchange but does not timely deliver the second Business Day immediately following the relevant related Conversion Date, the Company shall deliver (or cause Consideration to the Conversion Agent to deliver) Agent, or if the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.78

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the second Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside or financial institution. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and the Holder surrendering its controlNotes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes notes for conversion, the Company we may, at its our election (an “Exchange Election”‘‘exchange election’’), cause direct the conversion agent to surrender, on or prior to the business day immediately following the conversion date, such Notes to be delivered notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) us for exchange in lieu of conversion. In order to accept any Notes notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or deliver, as the case may be, deliver in exchange for such Notes, the amount of cash, number of notes shares of Common Stock or our common stock, together with a cash payment in lieu of delivering any combination thereof, at the Company’s electionfractional share, that would otherwise be due upon conversion pursuant to Section 14.02 as described above under ‘‘—Conversion rights—Settlement upon conversion’’ or ‘‘—Interest Make-Whole Payment upon Certain Conversions’’ (the “Conversion Consideration”‘‘conversion consideration’’). If the Company makes we make an Exchange Electionexchange election, the Company shallwe will, before by the close of business on the Business Day immediately business day following the relevant Conversion Dateconversion date, notify in writing the Trusteetrustee, the Conversion Agent conversion agent (if other than the Trusteetrustee) and the Holder holder surrendering its Notes notes for conversion that the Company has we have made the Exchange Election exchange election and the Company shall we will notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the relevant deadline for payment and/or delivery of the Conversion Considerationconsideration due upon conversion. Any notes exchanged by the designated financial institution(s) will remain outstanding, subject to applicable DTC procedures. If the Company makes an Exchange Electionfinancial institution(s) agree(s) to accept any notes for exchange, no later than but does not timely deliver the second Business Day immediately following related conversion consideration, or if such designated financial institution does not accept the relevant Conversion Datenotes for exchange, we will deliver the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) shares of our common stock, together with a cash payment in lieu of conversion. The Companydelivering any fractional share, as, and at the Holder surrendering the Notes for conversiontime, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered required pursuant to the Designated Financial Institution(sindenture as if we had not made the exchange election. Our designation of any financial institution(s) and to which the Conversion Agent shall notes may be entitled submitted for exchange does not require such financial institution(s) to conclusively rely upon the Company’s instruction in connection accept any notes (unless such financial institution(s) has separately made an agreement with effecting us). We may, but will not be obligated to, enter into a separate agreement with any Exchange Election and shall have no liability designated financial institution(s) that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversionconversion and the Conversion Date for such Note occurs prior to January 1, 2019, the Company may, at its election election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (an “Exchange Election”or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the Scheduled Trading Day immediately preceding the settlement date), cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any a combination thereof, at the Company’s election, that would thereof otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, as provided under this Article 14. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the Scheduled Trading Day immediately preceding the settlement date), the Company shall notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion. If the designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to such Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, notify in writing shares of Common Stock or a combination thereof, as the Trusteecase may be, or if such designated financial institution does not accept the Notes for exchange, the Conversion Agent Company shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made elected to satisfy the Exchange Election and related Conversion Obligation by Physical Settlement, on the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second third Business Day immediately following the relevant Conversion Date), the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionaccordance with this Article 14. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and financial institution to accept any Notes (unless the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, all as provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business second Trading Day immediately following the relevant Conversion Date, (i) the Company shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the cash, shares of Common Stock or combination thereof due upon conversion, and (ii) such designated financial institution(s) shall notify the Conversion ConsiderationAgent whether it will pay and/or deliver the consideration due upon conversion upon exchange. If the Company makes an Exchange Electiondesignated financial institution(s) accepts any such Notes, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver it (or cause they) shall pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause pay and/or deliver such Notes to be delivered cash, shares of Common Stock or combination thereof to the Designated Financial Institution(srelevant Holder. Any Notes exchanged by the designated financial institution(s) shall remain outstanding. If the designated financial institution(s) agrees to accept any Notes for exchange but does not timely pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion, or if such designated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the converting Holder at the time and in the Conversion Agent shall be entitled to conclusively rely upon manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company’s instruction in connection designation of a financial institution(s) to which Notes may be submitted for exchange does not require the financial institution(s) to accept any Notes. The Company may, but is not obligated to, pay any consideration to, or otherwise enter into any agreement with, any designated financial institution(s) for or with effecting any Exchange Election and shall have no liability for respect to such Exchange Election outside its controldesignation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the first Trading Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Physical Settlement Method it with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of shares of Common Stock due upon conversion. Any Notes exchanged by the Conversion Considerationdesignated financial institution shall remain outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required shares of Common Stock due upon conversion, no later than or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall deliver (or cause notify in writing the Trustee, the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, and pay and/or deliver the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered required shares of Common Stock due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in the Conversion Agent shall manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be entitled submitted for exchange does not require that financial institution to conclusively rely upon accept any Notes (unless the financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered no later than the Trading Day following the Conversion Date to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, cash or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (at the “Conversion Consideration”)time and in the manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business next Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electionshares of Common Stock, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (cash or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) conversion and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) designated financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction instructions of the Company in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution shall remain Outstanding notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the shares of Common Stock, cash or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and Holders surrendering Notes for conversion and pay and/or deliver the shares of Common Stock, cash or a combination thereof due upon conversion to the converting Holder at the time and in the manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election election, direct the Conversion Agent in writing to surrender, on or prior to the Scheduled Trading Day immediately preceding the first VWAP Trading Day of the relevant Observation Period (an “Exchange Election”or if, following the Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, on or prior to the second Business Day immediately following the relevant Conversion Date), cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any a combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to conversion, as provided under Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Business Scheduled Trading Day immediately preceding the first VWAP Trading Day of the relevant Observation Period (or if, following the relevant Conversion DateCompany’s receipt of Stockholder Approval, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify have elected Physical Settlement in respect of such conversion, by the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) close of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than business on the second Business Day immediately following the relevant Conversion Date), the Company shall deliver (or cause notify the Conversion Agent and the Holder surrendering Notes for conversion that it has directed the designated financial institution to deliver) the Notes surrendered for make an exchange to the Designated Financial Institution(s) in lieu of conversion. The CompanyIf the designated financial institution accepts any such Notes, it shall pay or deliver, as the case may be, the Holder surrendering cash, shares of Common Stock or a combination thereof due upon conversion to the Notes for conversionConversion Agent, the Designated Financial Institution(s) and the Conversion Agent shall cooperate pay or deliver, as the case may be, such cash, shares of Common Stock or a combination thereof to cause such Notes to be delivered to Holder on the Designated Financial Institution(s) and third Business Day immediately following the Conversion Agent shall be entitled to conclusively rely upon last VWAP Trading Day of the relevant Observation Period (or if, following the Company’s instruction in connection with effecting any Exchange Election and receipt of Stockholder Approval, the Company shall have no liability elected Physical Settlement in respect of such conversion, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay or deliver, as the case may be, the full amount of the related cash, shares of Common Stock or a combination thereof, or if such Exchange Election outside its controldesignated financial institution does not accept the Notes for exchange, the Company shall convert the Securities and pay or deliver, as the case may be, the cash, shares of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last VWAP Trading Day of the relevant Observation Period (or if, following the Company’s receipt of Stockholder Approval, the Company shall have elected Physical Settlement in respect of such conversion, on the third Business Day immediately following the relevant Conversion Date), in accordance with this Article 14. The Company’s designation of a financial institution to which the Notes may be submitted for exchange in lieu of conversion does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes notes for conversion, the Company we may, at its our election (an a “Exchange Electionconversion exchange election”), cause direct the conversion agent to surrender, on or prior to the close of business on the trading day following the conversion date, such Notes notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) us for exchange in lieu of conversion. In order to accept any Notes notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notesnotes, the amount of cash, number of shares of Common Stock our common stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (the as described above under “Conversion Consideration”). —Settlement upon Conversion.” If the Company makes an Exchange Electionwe make a conversion exchange election, the Company shallwe will, before by the close of business on the Business Day immediately trading day following the relevant Conversion Dateconversion date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes notes for conversion that the Company has we have made the Exchange Election conversion exchange election, and the Company shall we will notify the Designated Financial Institution(s), designated financial institution of the Trustee settlement method we have elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of cash, shares of our common stock or a combination thereof due upon conversion. Any notes exchanged by the Conversion Considerationdesignated financial institution will remain outstanding. If the Company makes an Exchange Electiondesignated financial institution accepts any such notes, no later than the second Business Day immediately following the relevant Conversion Dateit will deliver, in exchange for such notes, the Company shall cash, shares of our common stock or a combination thereof, as the case may be, due upon conversion directly to the holder of such notes on the date we would have otherwise been required to deliver (or cause such consideration. If the Conversion Agent designated financial institution agrees to deliver) the Notes surrendered accept any notes for exchange but does not timely pay and/or deliver the required cash, shares of our common stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the notes for exchange, we will pay and/or deliver the required cash, shares of our common stock or a combination thereof due upon conversion to the Designated Financial Institution(s) converting holder at the time and in lieu the manner required under the indenture as if we had not made a conversion exchange election. Our designation of conversiona financial institution to which the notes may be submitted for exchange does not require that financial institution to accept any notes (unless the financial institution has separately made an agreement with us to do so). The CompanyWe may, the Holder surrendering the Notes but will not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause any such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the relevant deadline for payment and/or delivery delivery, as the case may be, of the Conversion ConsiderationConsideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the designated financial institution shall remain outstanding, subject to the Applicable Procedures of the Depositary. If the Company makes an Exchange Electionfinancial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, no later than as the second Business Day immediately following case may be, the relevant related Conversion DateConsideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall deliver (or cause pay and/or deliver, as the case may be, the relevant Conversion Agent to deliver) Consideration as, and at the Notes surrendered for exchange time, required pursuant to the Designated Financial Institution(s) in lieu of conversionIndenture as if the Company had not made the Exchange Election. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate exchange does not require that financial institution to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting accept any Exchange Election and shall have no liability for such Exchange Election outside its controlNotes.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its any Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions institution(s) designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant at the time and in the manner provided in this Article 14 or such other amount agreed to Section 14.02 by the Holder and the designated financial institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s)designated financial institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes delivered to the designated financial institution(s) shall remain outstanding subject to the procedures of the Depositary. If the designated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the Trustee and related Conversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) in writing, and the Company shall pay and/or deliver, as the case may be, the relevant Conversion Agent shall cooperate to cause such Notes to be delivered to Consideration at the Designated Financial Institution(s) time and in the Conversion Agent shall be entitled to conclusively rely upon manner required in this Article 14 as if the Company had not made an Exchange Election. The Company’s instruction in connection with effecting designation of any Exchange Election and shall have no liability financial institution(s) to which the Notes may be submitted for exchange does not require such Exchange Election outside its controlfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause the Notes to be delivered, on or prior to the close of business on the Trading Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant as described in ‎Section 14.02 above or such other consideration agreed to Section 14.02 by the converting Holder and the Designated Institution (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) ), that it has made such election, and the Company shall notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) Institution as set forth in lieu this ‎Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversionthe Depositary. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Conversion Agent and the Conversion Agent converting Holders shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon on the Company’s instruction in connection with effecting any Exchange Election and shall have no liability not be liable for such Exchange Election outside of its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its any Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the conversion date, such Notes to be delivered to one or more financial institutions institution(s) designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shallwill, before by the close of business on the Business Trading Day immediately following the relevant Conversion Dateconversion date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election Election, and the Company shall will notify the Designated Financial Institution(s)designated financial institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes delivered to the designated financial institution(s) will remain outstanding, subject to applicable DTC procedures. If the financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the Trustee and related Conversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Company will notify the Trustee, the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, and the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) in writing, and the Company will pay and/or deliver, as the case may be, the relevant Conversion Agent shall cooperate to cause such Notes to be delivered to Consideration at the Designated Financial Institution(s) time and in the Conversion Agent shall be entitled to conclusively rely upon manner required hereunder as if the Company had not made the Exchange Election. The Company’s instruction in connection with effecting designation of any Exchange Election and shall have no liability financial institution(s) to which the Notes may be submitted for exchange does not require such Exchange Election outside its controlfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, on or prior to the Business Day immediately following the Conversion Date, to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following Consideration and the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionSettlement Method. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, cause direct the Conversion Agent to surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be cash due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, as provided under this Article 14. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, the Company shall notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion. If the designated financial institution accepts any such Notes, it will pay the cash due upon conversion to the Conversion Agent, and the Conversion Agent will pay such cash to such Holder on the third Business Day immediately following the relevant Conversion Date, notify in writing last Trading Day of the Trustee, applicable Observation Period. Any Notes exchanged by the Conversion Agent (if other than designated financial institution will remain outstanding. If the Trustee) and the Holder surrendering its designated financial institution agrees to accept any Notes for conversion that exchange but does not timely pay the Company has made related cash, or if such designated financial institution does not accept the Exchange Election and Notes for exchange, the Company shall notify convert the Designated Financial Institution(s), Notes and pay the Trustee and cash due on the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second third Business Day immediately following the relevant Conversion Datelast day of the applicable Observation Period, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionaccordance with this Article 14. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and financial institution to accept any Notes (unless the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything to the contrary in this Article 13, and subject to the terms of this Section 13.10, when a Holder surrenders its Notes Note for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay, or pay and/or and deliver, as the case may be, the conversion consideration due upon such conversion in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, same manner and at the Company’s electionsame time as the Company would have been required to do so, that would otherwise be due upon conversion pursuant or such other amount agreed to Section 14.02 by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange ElectionTo make such election, the Company shallmust notify in writing, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election Election, and the Company shall must notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) consideration due upon conversion and the type of Conversion Agent shall cooperate to cause such Notes Consideration to be paid and/or delivered, as the case may be. Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to applicable Depositary procedures. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and, if applicable, deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) do(es) not accept the Notes for exchange, the Company shall pay and, if applicable, deliver, as the case may be, the relevant Conversion Consideration, as, and at the Conversion Agent shall be entitled time, required pursuant to conclusively rely upon this Indenture as if the Company’s instruction in connection with effecting any Company had not made the Exchange Election and shall have no liability for such Exchange Election outside its controlElection.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company maymay direct the Conversion Agent in writing to surrender, at its election (an “Exchange Election”)on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as to the case may beConversion Agent for payment to such Holder, in exchange for such Notes, all of the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be cash due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”)conversion, as provided under this Article 14. If the Company makes an Exchange Election, the Company shall, before By the close of business on the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period, the Company shall notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion. If the designated financial institution accepts any such Notes, it will pay the cash due upon conversion to the Conversion Agent, and the Conversion Agent will pay such cash to such Holder on the third Business Day immediately following the relevant Conversion Date, notify in writing last Trading Day of the Trustee, applicable Observation Period. Any Notes exchanged by the Conversion Agent (if other than designated institution will remain outstanding. If the Trustee) and the Holder surrendering its designated financial institution agrees to accept any Notes for conversion that exchange but does not timely pay the Company has made related cash, or if such designated financial institution does not accept the Exchange Election and Notes for exchange, the Company shall notify convert the Designated Financial Institution(s), Notes and pay the Trustee and cash due on the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second third Business Day immediately following the relevant Conversion Datelast Trading Day of the applicable Observation Period, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversionaccordance with this Article 14. The Company, the Holder surrendering 's designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require the Designated Financial Institution(s) and financial institution to accept any Notes (unless the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but is not obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, on or prior to the Business Day immediately following the Conversion Date, to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Business Day following the Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, cash or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (at the “Conversion Consideration”)time and in the manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, before by the close of business on the second Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method the Company has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Considerationshares of Common Stock, cash or combination thereof due upon conversion. Any Notes exchanged by the designated financial institution shall remain Outstanding. If the Company makes an Exchange Electiondesignated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the shares of Common Stock, no later than cash or combination thereof due upon conversion, or if such designated financial institution does not accept the second Business Day immediately following the relevant Conversion DateNotes for exchange, the Company shall pay and/or deliver (the shares of Common Stock, cash or cause the Conversion Agent to deliver) the Notes surrendered for exchange combination thereof due upon conversion to the Designated Financial Institution(s) converting Holder at the time and in lieu of conversionthe manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company, the Holder surrendering the ’s designation of a financial institution to which Notes may be submitted for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate exchange does not require such financial institution to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting accept any Exchange Election and shall have no liability for such Exchange Election outside its controlNotes.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company maymay direct the Conversion Agent to surrender, at its election (an “Exchange Election”)prior to the commencement of the applicable Observation Period, cause such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree in writing to timely pay and/or deliver, as deliver to the case may beConversion Agent for delivery to such Holder, in exchange for such Notes to be delivered to such designated institution by the Conversion Agent, all cash and shares of Common Stock, if any, equal to the consideration otherwise due upon conversion, as provided under this Article 5 (assuming for this purpose and for the purpose of determining the related Observation Period that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), at the sole option of the designated institution and as is designated to the Conversion Agent by the Company. By the close of business on the Trading Day immediately preceding the start of the Observation Period, the Company will notify the Holder surrendering Notes for conversion that it has directed the designated financial institution to make an exchange in lieu of conversion and such designated institution will be required to notify the Conversion Agent, who will then notify the Holder, whether it will deliver, upon exchange, all cash or a combination of cash and shares of Common Stock (by the Company’s specifying a Cash Percentage as provided under this Article 5). If the designated institution accepts any such Notes, it will deliver cash and, if applicable, the amount of cash, appropriate number of shares of Common Stock or any combination thereofto the Conversion Agent on the date such cash and shares of Common Stock, at the Company’s electionif any, that would otherwise be due upon conversion pursuant as set forth in this Article 5 and the Conversion Agent will promptly deliver the cash and those shares to Section 14.02 (Holders. Any Notes exchanged by the “Conversion Consideration”)designated institution will remain Outstanding. If the Company makes an Exchange Electiondesignated institution agrees to accept any Notes for exchange but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall, before no later than the close of business on the third Business Day immediately following the relevant last day of the related Observation Period, convert the Notes into cash and shares of Common Stock, if any, in accordance with this Article 5 (based on such assumed Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) Date as described above and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(sspecified Cash Percentage as described above), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company’s designation of an institution to which the Notes may be submitted for exchange does not require the institution to accept any Notes. The Company will not pay any consideration to, or otherwise enter into any agreement with, the Holder surrendering the Notes designated institution for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate or with respect to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controldesignation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, on or prior to one or more the first Trading Day following the Conversion Date, to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), designated financial institution of the Trustee Settlement Method it has elected with respect to such conversion and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Company and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) such designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside of its control. Any Notes exchanged by the designated financial institution shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes and will be subject to the procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner required under this Indenture as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which the Notes may be submitted for exchange does not require that financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to deliver, at or prior to 11:00 a.m. (New York City time) on the first Trading Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a the “Designated Financial InstitutionInstitutions”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant as described in Section 13.02 above or such other amount agreed to Section 14.02 by the Holder and the Designated Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before the at or prior to close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trusteewriting, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has made such Exchange Election, and the Company shall notify the Designated Institution(s) of the relevant deadline for payment and/or delivery of the Conversion ConsiderationConsideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. If Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of the Depositary. Notwithstanding anything to the contrary in this Indenture or the Notes, any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes to a requirement that the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu issue shares of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction Common Stock in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlconversion will be deemed to be satisfied with the delivery of shares of Common Stock by the applicable Designated Institution in accordance with this Section 13.11.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to one or more the first Trading Day following the Conversion Date to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of cash and shares of Common Stock or any combination thereofStock, at the Company’s electionif any, that would otherwise be due upon conversion pursuant to of such Notes, as described in Section 14.02 (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, Conversion Agent and the Holder surrendering its Notes for conversion that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Cash Percentage it has elected with respect to such conversion and the relevant deadline for payment of cash and delivery of shares of Common Stock, if any, due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Agent shall cooperate to cause such Notes to be delivered to the financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay the required cash or deliver the required shares of Common Stock, if any, due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay the required cash and deliver the shares of Common Stock, if any, due upon conversion that to the converting Holder at the time and in the manner required under this Indenture as if the Company has had not made the Exchange Election and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering ’s designation of a financial institution to which the Notes may be submitted for conversion, exchange does not require that financial institution to accept any Notes (unless the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon financial institution has separately made an agreement with the Company’s instruction in connection ). The Company may, but shall not be obligated to, enter into a separate agreement with effecting any Exchange Election and shall have no liability designated financial institution that would compensate it for any such Exchange Election outside its controltransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, at or prior to 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, such Notes to be delivered to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any a combination thereofof cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 13.02 above (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, before the close of business at or prior to 11:00 a.m. (New York City time) on the first Business Day immediately following the relevant Conversion Date, notify notify, in writing the Trusteewriting, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) ), that it has made such Exchange Election, and the Company shall notify the Designated Institution of the relevant deadline for payment and/or delivery of the Conversion Consideration. If Consideration and the Company makes an Exchange Election, no later than type of Conversion Consideration to be paid and/or delivered (unless the second Business Day immediately following form of Conversion Consideration has been otherwise agreed by the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to Holder and the Designated Financial Institution(s) Institution as set forth in lieu this Section 13.11). Any Notes exchanged by any Designated Institution will remain outstanding, subject to applicable procedures of conversionthe Depositary. The CompanyNotwithstanding anything to the contrary in this Indenture or the Notes, the Holder surrendering any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes for conversion, to a requirement that the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction Company issue shares of Common Stock in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlconversion will be deemed to be satisfied with the delivery of shares of Common Stock by the applicable Designated Institution in accordance with this Section 13.11.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered delivered, on or prior to one or more the close of business on the Trading Day immediately following the Conversion Date, to a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, or any combination thereof, at the Company’s election, that would otherwise be thereof due upon conversion pursuant to Section 14.02 (at the “Conversion Consideration”)time and in the manner provided in this Article 14 or such other consideration as agreed between the designated financial institution and such Holder. If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election and the Company shall notify the Designated Financial Institution(s)conversion, the Trustee and the Conversion Agent (if other than the Trustee) that the Company has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Electioncash, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (shares of Common Stock or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of a combination thereof due upon conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) Conversion Agent and the Conversion Agent converting Holders shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon on the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by the designated financial institution shall remain Outstanding, notwithstanding the surrender of such Notes and shall be subject to the procedures of the Depositary. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, in writing, and shall pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion to the converting Holder at the time and in the manner provided in this Article 14 as if the Company had not made an Exchange Election. The Company’s designation of a financial institution to which Notes may be submitted for exchange does not require the financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause direct the Conversion Agent to surrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) a designated financial institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock Stock, or any a combination thereofof cash and shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and such designated financial institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) such designated financial institution of the Settlement Method election and relevant deadline for payment and/or delivery of the consideration due upon conversion and the type of Conversion Consideration. If Consideration to be paid and/or delivered, as the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversioncase may be. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) designated financial institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its controlElection.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), cause such Notes to be delivered on or prior to the first Trading Day following the Conversion Date to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of cash and shares of Common Stock or any combination thereofStock, at the Company’s electionif any, that would otherwise be due upon conversion pursuant to as described in Section 14.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, before by the close of business on the Business first Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election Election, and the Company shall notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trusteedesignated financial institution(s) of the relevant deadline for payment and/or delivery of the Conversion Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the its Notes for conversion, the Designated Financial Institution(s) and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any such Exchange Election and shall have no liability for in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution(s), subject to Applicable Procedures, shall remain outstanding, notwithstanding the surrender thereof by the Holder of such Notes. If the designated financial institution(s) agree(s) to accept any Notes for exchange but does not timely deliver the related Conversion Consideration, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and deliver the relevant Conversion Consideration as if the Company had not made an Exchange Election. The Company’s designation of any financial institution to which the Notes may be submitted for exchange does not require such financial institution to accept any Notes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated financial institution(s) to comply with the Applicable Procedures.