Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. (a) In order to exercise the conversion right with respect to any Separate Convertible Note in certificated form, the Holder must deliver to the Paying Agent such Separate Convertible Note with the irrevocable duly completed and manually signed form entitled “Conversion Notice” on the reverse thereof (a “Conversion Notice”), together with, if the Separate Convertible Note is in certificated form, such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, accompanied by the funds, if any, required by this Section 7.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry form, a Holder must convert by book-entry transfer to the Conversion Agent through the facilities of DTC and the conversion notice must comply with all applicable DTC procedures. Holders may also obtain copies of the required form of the Conversion Notice from the Conversion Agent. A certificate, or a book-entry transfer through DTC, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period. (b) If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 7.11 and 7.12, if applicable, on the third Business Day immediately following the last day of the Note Observation Period), after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods set forth in this Article 7, the Company shall deliver to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the conversion of such Separate Convertible Note or portion thereof as determined by the Company in accordance with the provisions of Sections 7.11 and 7.12 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 7.04. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Separate Convertible Notes are converted (and cash in lieu of fractional shares) shall be delivered to a converting Holder after satisfaction of the requirements for conversion set forth above, in accordance with this Section 7.03 and Sections 7.11 and, if applicable, 7.12. (c) Each conversion shall be deemed to have been effected as to any such Separate Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Article 7 have been satisfied as to such Separate Convertible Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date. (d) Any Separate Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the Record Date for any Interest Payment Date to the close of business on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if a Holder converts its Separate Convertible Notes in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date, (2) with respect to any conversion on or following the Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Separate Convertible Note. Except as otherwise provided above in this Article 7, no payment or other adjustment shall be made for interest accrued on any Separate Convertible Note converted or for dividends on any shares issued upon the conversion of such Separate Convertible Note as provided in this Article 7. Notwithstanding the foregoing, in the case of Separate Convertible Notes submitted for conversion in connection with a Fundamental Change, such Separate Convertible Notes shall continue to represent the right to receive the Additional Cash Merger Shares, if any, payable pursuant to Section 7.12, until such Additional Cash Merger Shares are so paid. (e) Upon the conversion of an interest in a Global Convertible Note, the Trustee (or other Conversion Agent appointed by the Company), or the custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Convertible Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Separate Convertible Notes effected through any Conversion Agent other than the Trustee. (f) Upon the conversion of a Separate Convertible Note, the accrued but unpaid interest attributable to the period from the issue date of the Separate Convertible Note to the Conversion Date, with respect to the converted Separate Convertible Note, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Separate Convertible Note being converted pursuant to the provisions hereof. (g) In case any Separate Convertible Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 3.3 of the Base Indenture, the Company shall execute and upon receipt of such Separate Convertible Note or Separate Convertible Notes the Trustee shall authenticate and deliver to the Holder of the Separate Convertible Note so surrendered, without charge to the Holder, a new Separate Convertible Note or Separate Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Separate Convertible Note.

Exercise of Conversion Right. (ai) In order to To exercise the conversion right with respect to any Separate Convertible Note in certificated formConversion Right, the Holder Bondholder must deliver at its own expense during the Conversion Period to the Paying Principal Conversion Agent such Separate Convertible Note with via its Custodian and the irrevocable Clearing System a duly completed and manually signed form entitled “executed exercise notice (the "Conversion Notice” on ") (which may be by fax/email) using the reverse thereof then valid form (a “from time to time current) obtainable from the Principal Conversion Notice”), together with, if the Separate Convertible Note is in certificated form, such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, accompanied Agent which must be received by the funds, if any, required by this Section 7.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry form, a Holder must convert by book-entry transfer to the Principal Conversion Agent through the facilities of DTC and the conversion notice must comply with all applicable DTC proceduresby 4:00 p.m. (Frankfurt time) on a Business Day. Holders may also obtain copies of the required form of the Any Conversion Notice from received by the Principal Conversion Agent. A certificateAgent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a book-entry transfer through DTCBusiness Day, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period. (b) If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 7.11 and 7.12, if applicable, on the third Business Day immediately following the last day of the Note Observation Period), after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods set forth in this Article 7, the Company shall deliver to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the conversion of such Separate Convertible Note or portion thereof as determined by the Company in accordance with the provisions of Sections 7.11 and 7.12 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 7.04. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Separate Convertible Notes are converted (and cash in lieu of fractional shares) shall be delivered to a converting Holder after satisfaction of the requirements for conversion set forth above, in accordance with this Section 7.03 and Sections 7.11 and, if applicable, 7.12. (c) Each conversion shall be deemed to have been effected received by the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void. The Conversion Notice is irrevocable and will, among other things: (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well as the fax number and email address of the exercising Bondholder; (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised; (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered; (D) give directions to the Principal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; and (E) if such Conversion Notice is a Conditional Conversion Notice, designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Bonds delivered for conversion are to be redelivered if no Acceptance Event occurs, or if the requirements specified in § 8(b)(i) and (ii) for the valid exercise of the Conversion Right are not fulfilled and any Bonds are required to be redelivered in accordance with the ultimate paragraph of § 8(b)(iii). (ii) The exercise of the Conversion Right further requires that the Bonds to be converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book-entry transfer or assignment). The transfer of any such Separate Convertible Note Bond as aforesaid is irrevocable. Any Bond transferred to the Principal Conversion Agent after 4:00 p.m. (or portion thereofFrankfurt time) on the date any Business Day, or on any day which the requirements set forth above in this Article 7 have been satisfied as to such Separate Convertible Note (or portion thereof) (the “Conversion Date”)is not a Business Day, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be __________________________________________________________________________________ deemed to have become been so transferred to the Principal Conversion Agent on said date the holder of record of the shares represented therebyimmediately following Business Day; provided that any if such surrender on any date when following Business Day falls after the stock transfer books end of the Company Conversion Period, the relevant exercise of the Conversion Right shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Datenull and void. (diii) Any Separate Convertible Note Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, the Principal Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Principal Conversion Agent exceeds or portion thereof surrendered for conversion during falls short of the period from aggregate principal amount of Bonds specified in the close Conversion Notice. The Principal Conversion Agent will determine the Aggregate Conversion Principal Amount. If the aggregate principal amount of business Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the Record Date basis of the lower of the following amounts: (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or (B) the aggregate principal amount of Bonds in fact delivered for any Interest Payment Date conversion. Any Bonds delivered in excess of the number of Bonds specified in the Conversion Notice will be redelivered to the close Bondholder at its cost. The Principal Conversion Agent will act in accordance with the regulations of business on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if a Holder converts its Separate Convertible Notes in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date, (2) with respect to any conversion on or following the Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Separate Convertible Note. Except as otherwise provided above in this Article 7, no payment or other adjustment shall be made for interest accrued on any Separate Convertible Note converted or for dividends on any shares issued upon the conversion of such Separate Convertible Note as provided in this Article 7. Notwithstanding the foregoing, in the case of Separate Convertible Notes submitted for conversion in connection with a Fundamental Change, such Separate Convertible Notes shall continue to represent the right to receive the Additional Cash Merger Shares, if any, payable pursuant to Section 7.12, until such Additional Cash Merger Shares are so paidClearing System. (eiv) Upon The Conversion Right will be validly exercised on the conversion of an interest in a Global Convertible Note, the Trustee (or other relevant Conversion Agent appointed by the Company), or the custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Convertible Note as to the reduction in the principal amount represented therebyDate. The Company shall notify the Trustee in writing of any conversions of Separate Convertible Notes effected through any Conversion Agent other than the Trustee. (f) Upon the conversion of a Separate Convertible Note, the accrued but unpaid interest attributable to the period from the issue date of the Separate Convertible Note to the term "Conversion Date, with respect to " has the converted Separate Convertible Note, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Separate Convertible Note being converted pursuant to the provisions hereof. (g) In case any Separate Convertible Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 3.3 of the Base Indenture, the Company shall execute and upon receipt of such Separate Convertible Note or Separate Convertible Notes the Trustee shall authenticate and deliver to the Holder of the Separate Convertible Note so surrendered, without charge to the Holder, a new Separate Convertible Note or Separate Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Separate Convertible Note.following meaning:

Exercise of Conversion Right. (a) In order to exercise the conversion right with respect to any Separate Convertible Note in certificated form, the Holder must deliver to the Paying Agent such Separate Convertible Note with the irrevocable duly completed and manually signed form entitled “Conversion Notice” on the reverse thereof (a “Conversion Notice”), together with, if the Separate Convertible Note is in certificated form, such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, accompanied by the funds, if any, required by this Section 7.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry formNote, a Holder must convert by book-entry transfer to (a) complete and manually sign the Conversion Agent through Notice or a facsimile of the facilities Conversion Notice on the back of DTC and the conversion notice must comply with all applicable DTC procedures. Note if certificated (or Holders may also obtain copies of the required form of the Conversion Notice from the Conversion Agent. A certificate, or a book-entry transfer through DTC, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through ) and deliver such notice to the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period. (b) If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 7.11 and 7.12, if applicable, on the third Business Day immediately following the last day of the Note Observation Period), after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods notice provisions set forth in this Article 7Section 10.2 of the Indenture, (b) if the Notes are in certificated form, surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (d) pay any transfer or similar tax, if required, and (e) if required, pay funds equal to the interest payable on the next Interest Payment Date or pursuant to Section 2.2(c). In the case of a Global Note, the Conversion Notice shall be completed by a Depositary participant on behalf of the beneficial holder. Anything herein to the contrary notwithstanding, in the case of Global Notes, Conversion Notices may be delivered and such Notes may be surrendered for conversion in accordance with the applicable procedures of the Depositary as in effect from time to time. Notes surrendered for conversion during the period from the close of business on any Record Date immediately preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall be accompanied by payment in immediately available funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of Notes being surrendered for conversion; provided, however, that no such payment need be made if (1) we have specified a repurchase date following a Change of Control or a Fundamental Change that is during such period or (2) only to the extent of overdue interest, any overdue interest exists at the time of conversion with respect to such note. No payment or adjustment shall be made upon any conversion on account of any interest accrued on the Notes surrendered for conversion from the Interest Payment Date preceding the day of conversion, or on account of any dividends on the Common Stock issued upon conversion. In addition, Holders shall not be entitled to receive any dividends payable to Holders of Common Stock as of any record date before the close of business on the applicable conversion date. Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Notes for conversion in accordance with the foregoing provisions and comply with the other foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the conversion date, the Company shall issue and shall deliver to such Holder the Trustee at its Corporate Trust Office and the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) Conversion Agent a certificate or certificates for the number of full shares of Common Stock (if any) deliverable issuable upon the conversion of such Separate Convertible Note or portion thereof as determined by the Company conversion, together with payment in accordance with the provisions of Sections 7.11 and 7.12 and (ii) a check or cash in respect lieu of any fractional interest in respect fraction of a share of Common Stock arising upon such conversionthereof, calculated by the Company as provided in Section 7.04. The cash2.5 hereof, and, if applicable, a and the Trustee shall forward such certificate or certificates for at the number of full shares of Common Stock into which the Separate Convertible Notes are converted (and cash in lieu of fractional shares) shall be delivered to a converting Holder after satisfaction of the requirements for conversion addresses set forth above, in accordance with this Section 7.03 and Sections 7.11 and, if applicable, 7.12. (c) Each conversion shall be deemed the written notices sent to have been effected as to any such Separate Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Article 7 have been satisfied as to such Separate Convertible Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date. (d) Any Separate Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the Record Date for any Interest Payment Date to the close of business on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if a Holder converts its Separate Convertible Notes in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date, (2) with respect to any conversion on or following the Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Separate Convertible Note. Except as otherwise provided above in this Article 7, no payment or other adjustment shall be made for interest accrued on any Separate Convertible Note converted or for dividends on any shares issued upon the conversion of such Separate Convertible Note as provided in this Article 7. Notwithstanding the foregoing, in the case of Separate Convertible Notes submitted for conversion in connection with a Fundamental Change, such Separate Convertible Notes shall continue to represent the right to receive the Additional Cash Merger Shares, if any, payable pursuant to Section 7.12, until such Additional Cash Merger Shares are so paid. (e) Upon the conversion of an interest in a Global Convertible Note, the Trustee (or other Conversion Agent appointed by the Company), or the custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Convertible Note as Holders electing to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Separate Convertible Notes effected through any Conversion Agent other than the Trusteeconvert their Notes. (f) Upon the conversion of a Separate Convertible Note, the accrued but unpaid interest attributable to the period from the issue date of the Separate Convertible Note to the Conversion Date, with respect to the converted Separate Convertible Note, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Separate Convertible Note being converted pursuant to the provisions hereof. (g) In case any Separate Convertible Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 3.3 of the Base Indenture, the Company shall execute and upon receipt of such Separate Convertible Note or Separate Convertible Notes the Trustee shall authenticate and deliver to the Holder of the Separate Convertible Note so surrendered, without charge to the Holder, a new Separate Convertible Note or Separate Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Separate Convertible Note.

Exercise of Conversion Right. (a) In order to To exercise the conversion right with respect to any Separate Convertible Note in certificated forma Physical Note, a Holder must (1) deliver a completed conversion notice, the form of which is provided in Exhibit C, to the Depositary stating that the Holder elects to convert such Physical Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted, (2) deliver duly signed completed conversion notice and the Physical Note duly endorsed or assigned to the Company or in blank, at the office of any Conversion Agent, (3) pay all Interest and Additional Interest, if any, to which the Holder is not entitled, if any, pursuant to Section 2.1(e) and (4) pay any transfer taxes or other applicable taxes or duties, if required. (b) To convert interests in a Global Note issued pursuant to Rule 144A, a Holder must deliver to the Paying Agent such Separate Convertible Note with Depository Trust Company, a New York Corporation ("DTC") the irrevocable duly completed and manually signed appropriate instruction form entitled “Conversion Notice” for conversion pursuant to DTC's conversion program. (c) To the extent provided in Section 2.1(e), Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the reverse thereof next succeeding Interest Payment Date (a “Conversion Notice”), together with, if except in the Separate Convertible case of any Note whose Stated Maturity is in certificated form, prior to such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, Interest Payment Date) shall be accompanied by payment by such Holder in immediately available funds to the fundsCompany of an amount equal to the Interest and Additional Interest, if any, required to be received on such Interest Payment Date on principal amount of Notes being surrendered for conversion. To the extent provided in Section 2.1, Notes which have been called for redemption by this the Company in a notice of redemption pursuant to Section 7.0310.4, and are converted prior to redemption on a Redemption Date that is on or prior to the third Business Day after such Interest Payment Date, shall not require such concurrent payment to the Company upon surrender for conversion, and, if such Notes are converted during the time period set forth in the preceding sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued Interest and Additional Interest on the principal amount of such surrendered Notes, if any. Such notice Notwithstanding the foregoing, in the case of Notes submitted for conversion in connection with Section 12.1(b), such Notes shall also state continue to represent the name right to receive the Make Whole Premium, if any, payable pursuant to Article 13 until such Make Whole Premium is so paid. (d) Notes shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or names (with address or addresses) in which Persons entitled to receive the certificate or certificates for shares of Common Stock that shall be issuable on such upon conversion shall be issued, and shall be accompanied by transfer treated for all purposes as the record holder or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry form, a Holder must convert by book-entry transfer to the Conversion Agent through the facilities holders of DTC and the conversion notice must comply with all applicable DTC procedures. Holders may also obtain copies of the required form of the Conversion Notice from the Conversion Agent. A certificate, or a book-entry transfer through DTC, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period. (b) If the Company is required to deliver such shares of Common Stock at such time. (e) In the case of any Note which is converted in part only, or a Holder converts less than the principal amount it owns at such time, upon settlement in accordance with Sections 7.11 such conversion the Company shall execute and 7.12the Trustee shall authenticate and deliver to the Holder thereof, if applicable, on at the third Business Day immediately following the last day expense of the Company, a new Note Observation Period), after satisfaction or Notes of authorized denominations in principal amount equal to the unconverted portion of the requirements for conversion set forth above, subject to compliance with any restrictions principal amount of such Notes. (f) As promptly as practicable on transfer if shares issuable on conversion are to be issued in a name other than that of or after the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods set forth in this Article 7Conversion Date, the Company shall deliver cause to be issued and delivered to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) Conversion Agent a certificate or certificates for the number of full shares of Common Stock (if any) deliverable issuable upon the conversion of such Separate Convertible Note or portion thereof as determined by the Company Notes, together with payment in accordance with the provisions of Sections 7.11 and 7.12 and (ii) a check or cash in respect lieu of any fractional interest in respect fraction of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 7.04. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Separate Convertible Notes are converted (and cash in lieu of fractional shares) shall be delivered to a converting Holder after satisfaction of the requirements for conversion set forth above, in accordance with this Section 7.03 and Sections 7.11 and, if applicable, 7.12. (c) Each conversion shall be deemed to have been effected as to any such Separate Convertible Note (or portion thereof) on the date on which the requirements set forth above in this Article 7 have been satisfied as to such Separate Convertible Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Date. (d) Any Separate Convertible Note or portion thereof surrendered for conversion during the period from the close of business on the Record Date for any Interest Payment Date to the close of business on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if a Holder converts its Separate Convertible Notes in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date, (2) with respect to any conversion on or following the Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Separate Convertible Note. Except as otherwise provided above in this Article 7, no payment or other adjustment shall be made for interest accrued on any Separate Convertible Note converted or for dividends on any shares issued upon the conversion of such Separate Convertible Note as provided in this Article 7. Notwithstanding the foregoing, in the case of Separate Convertible Notes submitted for conversion in connection with a Fundamental Change, such Separate Convertible Notes shall continue to represent the right to receive the Additional Cash Merger Shares, if any, payable pursuant to Section 7.12, until such Additional Cash Merger Shares are so paid. (e) Upon the conversion of an interest in a Global Convertible Note, the Trustee (or other Conversion Agent appointed by the Company), or the custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Convertible Note as to the reduction in the principal amount represented thereby12.3 hereof. The Company shall notify hereby initially appoints the Trustee in writing of any conversions of Separate Convertible Notes effected through any Conversion Agent other than the Trustee. (f) Upon the conversion of a Separate Convertible Note, the accrued but unpaid interest attributable to the period from the issue date of the Separate Convertible Note to as the Conversion Date, with respect to the converted Separate Convertible Note, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Separate Convertible Note being converted pursuant to the provisions hereofAgent. (g) In case any Separate Convertible A Note in respect of which a Holder has delivered a Repurchase Event Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if such notice of exercise is withdrawn in accordance with Section 11.3(c). (h) If shares of Common Stock to be issued upon conversion of a denomination greater Note which is a Restricted Security, or shares of Common Stock to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than $1,000 shall be surrendered for partial conversion, and subject to Section 3.3 that of the Base Indenture, the Company shall execute and upon receipt Holder of such Separate Convertible Note or Separate Convertible Notes the Trustee shall authenticate and Restricted Security, such Holder must deliver to the Conversion Agent a certificate in substantially the form set forth in Exhibit C annexed hereto, dated the date of surrender of such Note and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Note. None of the Trustee, any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder of the Separate Convertible shares of Common Stock or Notes issued upon conversion of any such Note not so surrendered, without charge to the Holder, accompanied by a new Separate Convertible Note or Separate Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Separate Convertible Noteproperly completed certificate.

Exercise of Conversion Right. (ai) In order to To exercise the conversion right with respect to any Separate Convertible Note in certificated formConversion Right, the Holder Bondholder must deliver at its own expense during the Conversion Period to the Paying Principal Conversion Agent such Separate Convertible Note with via its Custodian and the irrevocable Clearing System a duly completed and manually signed form entitled “executed exercise notice (the "Conversion Notice” on ") (which may be by fax/email) using the reverse thereof then valid form (a “from time to time current) obtainable from the Principal Conversion Notice”), together with, if the Separate Convertible Note is in certificated form, such Separate Convertible Note duly endorsed for transfer, along with appropriate endorsements and transfer documents, if required, accompanied Agent which must be received by the funds, if any, required by this Section 7.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 7.07. To convert a Separate Convertible Note held in book-entry form, a Holder must convert by book-entry transfer to the Principal Conversion Agent through the facilities of DTC and the conversion notice must comply with all applicable DTC proceduresby 4:00 p.m. (Frankfurt time) on a Business Day. Holders may also obtain copies of the required form of the Any Conversion Notice from received by the Principal Conversion Agent. A certificateAgent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a book-entry transfer through DTCBusiness Day, for the number of shares of the Company’s Common Stock, if any, for which any Separate Convertible Notes are converted, together with a cash payment for any fractional shares, shall be delivered through the Conversion Agent as soon as practicable, but no later than the third Business Day following the last Trading Day of the Note Observation Period. (b) If the Company is required to deliver shares of Common Stock (upon settlement in accordance with Sections 7.11 and 7.12, if applicable, on the third Business Day immediately following the last day of the Note Observation Period), after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Separate Convertible Note or Separate Convertible Notes (or portion thereof) so converted), and in accordance with the time periods set forth in this Article 7, the Company shall deliver to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 10.2 of the Base Indenture, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the conversion of such Separate Convertible Note or portion thereof as determined by the Company in accordance with the provisions of Sections 7.11 and 7.12 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, calculated by the Company as provided in Section 7.04. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Separate Convertible Notes are converted (and cash in lieu of fractional shares) shall be delivered to a converting Holder after satisfaction of the requirements for conversion set forth above, in accordance with this Section 7.03 and Sections 7.11 and, if applicable, 7.12. (c) Each conversion shall be deemed to have been effected received by the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void. The Conversion Notice is irrevocable and will, among other things: (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well as the fax number and email address of the exercising Bondholder; (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised; (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered; (D) give directions to the Principal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; and (E) if such Conversion Notice is a Conditional Conversion Notice, designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Bonds delivered for conversion are to be redelivered if no 3202808770 Acceptance Event occurs, or if the requirements specified in § 8(b)(i) and (ii) for the valid exercise of the Conversion Right are not fulfilled and any Bonds are required to be redelivered in accordance with the ultimate paragraph of § 8(b)(iii). (ii) The exercise of the Conversion Right further requires that the Bonds to be converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book-entry transfer or assignment). The transfer of any such Separate Convertible Note Bond as aforesaid is irrevocable. Any Bond transferred to the Principal Conversion Agent after 4:00 p.m. (or portion thereofFrankfurt time) on the date any Business Day, or on any day which the requirements set forth above in this Article 7 have been satisfied as to such Separate Convertible Note (or portion thereof) (the “Conversion Date”)is not a Business Day, and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become been so transferred to the Principal Conversion Agent on said date the holder of record of the shares represented therebyimmediately following Business Day; provided that any if such surrender on any date when following Business Day falls after the stock transfer books end of the Company Conversion Period, the relevant exercise of the Conversion Right shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Applicable Conversion Rate in effect on the Conversion Datenull and void. (diii) Any Separate Convertible Note Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, the Principal Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Principal Conversion Agent exceeds or portion thereof surrendered for conversion during falls short of the period from aggregate principal amount of Bonds specified in the close Conversion Notice. The Principal Conversion Agent will determine the Aggregate Conversion Principal Amount. If the aggregate principal amount of business Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the Record Date basis of the lower of the following amounts: (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or (B) the aggregate principal amount of Bonds in fact delivered for any Interest Payment Date conversion. Any Bonds delivered in excess of the number of Bonds specified in the Conversion Notice will be redelivered to the close Bondholder at its cost. The Principal Conversion Agent will act in accordance with the regulations of business on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (1) if a Holder converts its Separate Convertible Notes in connection with a Fundamental Change and the Company has specified a Fundamental Change Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding Interest Payment Date, (2) with respect to any conversion on or following the Record Date immediately preceding the Maturity Date or (3) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Separate Convertible Note. Except as otherwise provided above in this Article 7, no payment or other adjustment shall be made for interest accrued on any Separate Convertible Note converted or for dividends on any shares issued upon the conversion of such Separate Convertible Note as provided in this Article 7. Notwithstanding the foregoing, in the case of Separate Convertible Notes submitted for conversion in connection with a Fundamental Change, such Separate Convertible Notes shall continue to represent the right to receive the Additional Cash Merger Shares, if any, payable pursuant to Section 7.12, until such Additional Cash Merger Shares are so paidClearing System. (eiv) Upon The Conversion Right will be validly exercised on the conversion of an interest in a Global Convertible Note, the Trustee (or other relevant Conversion Agent appointed by the Company), or the custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Global Convertible Note as to the reduction in the principal amount represented therebyDate. The Company shall notify the Trustee in writing of any conversions of Separate Convertible Notes effected through any Conversion Agent other than the Trustee. (f) Upon the conversion of a Separate Convertible Note, the accrued but unpaid interest attributable to the period from the issue date of the Separate Convertible Note to the term "Conversion Date, with respect to " has the converted Separate Convertible Note, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Separate Convertible Note being converted pursuant to the provisions hereof. (g) In case any Separate Convertible Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 3.3 of the Base Indenture, the Company shall execute and upon receipt of such Separate Convertible Note or Separate Convertible Notes the Trustee shall authenticate and deliver to the Holder of the Separate Convertible Note so surrendered, without charge to the Holder, a new Separate Convertible Note or Separate Convertible Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Separate Convertible Note.following meaning: