Common use of Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes Clause in Contracts

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (A) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article XI, at any time during the period (the “Make-Whole Conversion Period”) that begins on, and includes, the actual effective date of a Make-Whole Fundamental Change and ends on, and includes, the date that is forty (40) Business Days after the actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 11.14, otherwise apply to such Security pursuant to this Article XI, plus an amount equal to the Make-Whole Applicable Increase. The additional consideration payable hereunder on account of any Make-Whole Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the "Make-Whole Consideration.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 11.02.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (A) Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security Note that is surrendered for conversion, in accordance with this Article XIX, at any time during the period (the “Make-Whole Conversion Period”) that begins on, and includes, the actual effective date of a Make-Whole Fundamental Change and ends on, and includes, the date that is forty (40) Business Days after the actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, the Fundamental Change Repurchase Date applicable to such Fundamental Change, if earlier) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 11.1410.14, otherwise apply to such Security Note pursuant to this Article XIX, plus an amount additional number of shares of Common Stock equal to the Make-Whole Applicable Increase. The additional consideration payable hereunder on account of any Make-Whole Applicable Increase with respect to a Security Note surrendered for conversion is herein referred to as the "“Make-Whole Consideration.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security Note shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 11.0210.02 except as otherwise provided in Section 10.11.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (Aa) Notwithstanding anything herein If a Make-Whole Fundamental Change occurs or becomes effective prior to the contraryMaturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate applicable to each Security that is for the Notes so surrendered for conversion, in accordance with this Article XI, at any time during the period conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion Period”) that begins onis received by the Conversion Agent from, and includesincluding, the actual effective date Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change and ends on, and includesthat would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the date that is forty (40) Business Days after 35th Trading Day immediately following the actual effective date Effective Date of such Make-Whole Fundamental Change (orChange). Notwithstanding anything in this Indenture to the contrary, if such in the event that a conversion of Notes may be deemed to be both “in connection with” a Make-Whole Fundamental Change also constitutes and “in connection with” an Optional Redemption, such conversion shall be deemed only to be “in connection with” a Make-Whole Fundamental Change, ; in such instance the Fundamental Change Repurchase Date applicable to such Fundamental Change) Holder thereof shall only be increased entitled to an amount equal increase in the Conversion Rate by the Additional Shares and shall not also be entitled to the payment of the Interest Make-Whole Amount and accrued and unpaid interest to the Conversion Rate that would, but for this Section 11.14, otherwise apply to such Security pursuant to this Article XI, plus an amount equal to the Make-Whole Applicable Increase. The additional consideration payable hereunder on account of any Make-Whole Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the "Make-Whole ConsiderationDate.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security shall be based on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 11.02.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (Aa) Notwithstanding anything herein to the contrary, if the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date, the Conversion Rate applicable to each Security Note that is surrendered for conversion, in accordance with this Article XI15, at any time during the period (the “Make-Whole Conversion Period”) that begins onfrom, and includesincluding, the actual effective date Effective Date of a Make-Whole Fundamental Change and ends onto 5:00 p.m., and includesNew York City time, on the date that is forty (40) Business Days after Day immediately prior to the actual effective date of related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change (or, if in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change also constitutes a Fundamental Change), the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be increased to by an amount equal to the Conversion Rate that would, but for this Section 11.1415.03, otherwise apply to such Security Note pursuant to this Article XI15, plus an amount equal to the Make-Whole Applicable IncreaseConversion Rate Adjustment. The additional Notwithstanding anything to the contrary herein, if the consideration payable hereunder on account of paid for the Common Stock in any Make-Whole Applicable Increase with respect to a Security surrendered Fundamental Change described in clause (b) of the definition thereof is comprised entirely of cash, for any conversion is herein referred to as of Notes following the "Effective Date of such Make-Whole Consideration.” For avoidance of doubtFundamental Change, the Conversion Obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (x) (i) the applicable Conversion Rate plus (ii) the Make-Whole Consideration due upon Conversion Rate Adjustment, multiplied by (y) such Stock Price. In such event, the conversion of a Security shall Conversion Obligation will be based determined and paid to holders in cash on the Cash Settlement Averaging Period and Volume-Weighted Average Prices applicable to such conversion pursuant to Section 11.02third Business Day following the Conversion Date.