Common use of Settlement Upon Conversion Clause in Contracts

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 20 consecutive Trading Days in the applicable Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to multiplied by a percentage calculated as 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for If a Holder elects to convert all or any portion of a Note into shares of Common Stock as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Notes as set forth in Section 9.3, then upon conversion, such Holder shall be entitled to receive, for each $1,000 principal amount of Securities Notes surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 30 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to the Conversion Rate in accordance with the provisions of Section 4.069.8, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c9.18(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a)9.4. (b) The Company may elect to pay cash to the Holders a Holder of Securities Notes surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a9.18(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will shall equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price per share of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will shall be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities Notes in accordance with Section 4.039.4. Notwithstanding the foregoing, in the event of a Designated Event in which the consideration is comprised entirely of cash, the Conversion Value will be calculated based solely on the amount of cash that Holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such Designated Event. In such event, the Company shall pay the Holders in cash, as promptly as practicable but in any event not later than the third Trading Day following the surrender of the Notes for conversion. (c) The Company shall determine the Conversion Value, Daily Share Amount and the number of shares, if any, to be issued upon conversion of the Notes at the end of the relevant Conversion Reference Period. (d) For the purposes of Sections 4.12(a9.18(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share AmountsAmount, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share AmountsAmount, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, conversion a number of shares of Common Stock (the “Remaining Conversion Shares”) equal to the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the applicable Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Conversion Shares as set forth in Section 4.12(b9.03(b) (the amounts amount so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Conversion Shares otherwise issuable pursuant to Section 4.12(a)9.03. In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such the Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such the Trading Day. The number of shares of Common Stock that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to multiplied by a percentage calculated as 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.039.07. (c) For Upon the purposes conversion of Sections 4.12(aa Security, the Company shall deliver the Daily Share Amount (or cash in lieu of all or a portion thereof) and (b), for each Trading Day in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the relevant Conversion Reference Period, the Company’s Board of Directors shall Period determined in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).accordance with

Settlement Upon Conversion. (a) Holders surrendering Unless the Company has irrevocably elected to deliver cash up to the principal amount of Securities for conversion shall converted, in which case the provisions described in paragraph (b) below will apply, upon conversion, holders of Securities will be entitled to receive, for each $1,000 principal amount of Securities, a number of shares of Common Stock equal to the then applicable Conversion Rate; provided Houston 3170417v.7 that the Company may elect to pay cash in lieu of all or any portion of the shares of Common Stock otherwise issuable upon conversion of the Securities. The Company will inform Holders who have surrendered their Securities surrendered for conversion not later than two Business Days after the Conversion Date of its election to pay cash in lieu of all or a portion of the shares of Common Stock otherwise issuable upon conversion (and, if applicable, the percentage of each such share that will be so paid in cash). The amount of cash payable in respect of the shares of Common Stock otherwise issuable upon conversion will be equal to the product of (a) the percentage of each share of Common Stock to be paid in cash, as reflected in the above notice, (b) the number of shares of Common Stock otherwise issuable upon such conversion, and (c) the average of the Volume Weighted Average Prices of the Common Stock for the ten consecutive Trading Days commencing on the third Trading Day following the Conversion Date, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the relevant period. (b) At any time prior to the Final Maturity Date, the Company shall have the option to unilaterally and irrevocably elect, by notice to the Trustee, to settle any conversion of the Securities in cash and, if applicable, shares of Common Stock as provided below in this clause (b). If the Company has made such an election, then: (i) Holders surrendering Securities for conversion shall receive for each $1,000 principal amount of Securities surrendered: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 10 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect stock splits, stock dividends, combinations or similar events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06Period, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c4.13(b)(ii). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (bii) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares Common Stock otherwise issuable pursuant to Section 4.12(a4.13(b). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading DayDay (provided that after the consummation of a Change in Control in which the consideration is comprised entirely of cash, the amount used in this clause (3) will be the cash price per share received by holders of Common Stock in such Change in Control). The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (ciii) For the purposes of Sections 4.12(a4.13(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not Houston 3170417v.7 calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee)Price, as applicable.

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, conversion a number of shares of Common Stock (the “Remaining Conversion Shares”) equal to the sum of the Daily Share Amounts for each of the 40 20 consecutive Trading Days in the applicable Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Conversion Shares as set forth in Section 4.12(b) (the amounts amount so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Conversion Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to multiplied by a percentage calculated as 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, the Daily Conversion ValueRates, Conversion Shares, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion ValueRates, Conversion Shares, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for If conversion shall be entitled occurs pursuant to receiveSection 2.15(a)(ii) or in connection with a Non-Stock Change of Control, for with respect to each $1,000 principal amount of Securities Debentures surrendered for conversion: , the Company shall deliver: (A) cash in an amount equal to the lesser of (1i) $1,000 and in cash; (2ii) a cash payment in the amount of any Deferred Interest, including Compounded Interest, on such Debentures as of the last day of the Conversion Value; and Reference Period; (Biii) if the Conversion Value of the Debentures to be converted is greater than $1,000, a the number of whole shares of the Company’s Common Stock (the “Remaining Net Shares”) equal to represented by the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the Conversion Reference PeriodPeriod (the “Net Share Amount”); and (iv) if Net Shares are deliverable, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06cash, subject to the Company’s right to deliver cash in lieu of all any fractional shares represented by the Net Share Amount. (b) If conversion occurs other than pursuant to pursuant to Section 2.15(a)(ii) or in connection with a portion Non-Stock Change of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the SecuritiesControl, the “Conversion Obligation”); provided that the number of Remaining Shares per with respect to each $1,000 principal amount of Securities Debentures surrendered for conversion, the Company shall deliver the following conversion consideration: (i) shares of Perpetual Preferred Stock with a liquidation preference of $1,000, having initial accumulated dividends equal to the amount of any Deferred Interest, including cash Compounded Interest, on such Debentures as of the last day of the Conversion Reference Period; (ii) if the Conversion Value of such Debentures is greater than $1,000, the Net Shares; and (iii) if Net Shares are deliverable, cash, in lieu thereofof any fractional shares represented by the Net Share Amount. (c) If, upon a Change of Control other than a Non-Stock Change of Control, a Holder of Debentures notifies the Company and the Trustee that it has elected to convert its Debentures and simultaneously have such Perpetual Preferred Stock remarketed pursuant to Section 10 of the Perpetual Preferred Stock Certificate of Designations, the Company shall not exceed 100 Remaining Shares, subject deliver Perpetual Preferred Stock to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a2.23(b). (b) The Company may elect to pay cash , but instead shall deliver such Perpetual Preferred Stock to the Holders remarketing agent appointed in accordance with the Perpetual Preferred Stock Certificate of Securities surrendered for conversion Designations. Such delivery shall be made by the Company in lieu time to enable the remarketing agent to settle any successful remarketing of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such eventPerpetual Preferred Stock, on any day even if such delivery must occur prior to the first Trading Day of otherwise applicable settlement date for the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03conversion. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to the Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for If a Holder elects to convert all or any portion of a Note as set forth in Section 9.1 and delivers an irrevocable conversion notice, together, if the Notes are in certificated form, with the certificated Notes as set forth in Section 9.3, then upon conversion, such Holder shall be entitled to receive, for each $1,000 principal amount of Securities Notes surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 30 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to the Conversion Rate in accordance with the provisions of Section 4.069.8, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c9.18(b). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a)9.4. (b) The Company may elect to pay cash to the Holders a Holder of Securities Notes surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a9.18(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will shall equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price per share of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will shall be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities Notes in accordance with Section 4.039.4. Notwithstanding the foregoing, in the event of a Designated Event in which the consideration is comprised entirely of cash, the Conversion Value will be calculated based solely on the amount of cash that Holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such Designated Event. In such event, the Company shall pay the Holders in cash, as promptly as practicable but in any event not later than the third Trading Day following the surrender of the Notes for conversion. (c) The Company shall determine the Conversion Value, Daily Share Amount and the number of shares, if any, to be issued upon conversion of the Notes at the end of the relevant Conversion Reference Period. (d) For the purposes of Sections 4.12(a9.18(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share AmountsAmount, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share AmountsAmount, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Officers’ Certificate delivered to the Trustee).

Settlement Upon Conversion. (a) Holders surrendering Securities for conversion shall be entitled to receive, for each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Amounts for each of the 40 20 consecutive Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Conversion Reference Period that would result in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with any cash payable for fractional shares, to such Holder in accordance with Section 4.02(a). (b) The Company may elect to pay cash to the Holders of Securities surrendered for conversion in lieu of all or a portion of the Remaining Shares otherwise issuable pursuant to Section 4.12(a). In such event, on any day prior to the first Trading Day of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Period, the Company shall settle 100% of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).

Settlement Upon Conversion. In the event that the Company receives a Holder's notice of conversion upon fulfillment of one or more of the conditions to conversion described in this Section 12.01, the Company will notify the relevant Holders within two Scheduled Trading Days following the Conversion Date whether the Company will satisfy its obligation to convert the Securities through delivery of (ax) shares of Common Stock pursuant to clause (ii) below or (y) a combination of cash and shares of Common Stock pursuant to clause (i) below; provided, however, the Company may not elect to satisfy such obligation pursuant to clauses (i) or (ii) below if the Company has made the election to waive its right to do so. In either case, the Company will, except as provided in Section 12.01(f), deliver cash in lieu of any fractional shares . The delivery of shares of Common Stock, if any, will occur through the Conversion Agent or DTC, as the case may be. The Company will deliver the Shares of Common Stock and any cash to converting Holders surrendering as soon as practicable following the last day of the Observation Period, but in no event later than three Business Days thereafter. (i) If the Company chooses or is required to satisfy its obligation to convert the Securities for (the "CONVERSION OBLIGATION") by a combination of cash and shares of Common Stock, upon conversion shall be entitled the Company will, except as provided in Section 12.01(f), deliver to receiveconverting Holders, for in respect of each $1,000 principal amount of Securities surrendered for conversion: (A) cash in an amount equal to the lesser of (1) $1,000 and (2) the Conversion Value; and (B) if the Conversion Value is greater than $1,000being converted, a number of shares of Common Stock (the “Remaining Shares”) equal to the sum of the Daily Share Settlement Amounts for each of the 40 consecutive 25 VWAP Trading Days in the Conversion Reference Period, appropriately adjusted to reflect events occurring during the Observation Period. (ii) If the Company elects or is required to satisfy all of its Conversion Reference Period that would result Obligation with respect to Securities to be converted in an adjustment to Conversion Rate in accordance with the provisions of Section 4.06, subject to the Company’s right to deliver cash in lieu of all or a portion of such Remaining Shares as set forth in Section 4.12(b) (the amounts so deliverable upon conversion of the Securities, the “Conversion Obligation”); provided that the number of Remaining Shares per $1,000 principal amount of Securities (including cash in lieu thereof) shall not exceed 100 Remaining Shares, subject to adjustment in the manner provided by Sections 4.06(a), (b) and (c). The Company will deliver such cash and any shares of Common Stock, together with the Company will, except as provided in Section 12.01(f), deliver to any cash payable for fractional shares, converting Holder a number of shares equal to such Holder in accordance with Section 4.02(a)(i) the aggregate principal amount of Securities to be converted divided by $1,000 multiplied by (ii) the Applicable Conversion Rate. (biii) The With respect to a conversion of a Security pursuant hereto, at and after the close of business on the last VWAP Trading Day (the "RELEVANT DATE") of the Observation Period used to determine the Applicable Conversion Rate for such conversion, the Person in whose name any certificate representing any shares of Common Stock issuable upon such conversion is registered shall be treated as a stockholder of record of the Company may elect to pay cash to the Holders extent permitted by law. On and after the Conversion Date with respect to a conversion of Securities surrendered for conversion in lieu of a Security pursuant hereto, all or a portion rights of the Remaining Shares otherwise issuable Holder of such Security shall terminate, other than the right to receive the consideration deliverable upon conversion of such Security as provided herein. A Holder of a Security is not entitled, as such, to any rights of a holder of Common Stock until, if such Holder converts such Security and is entitled pursuant hereto to Section 4.12(a). In such event, on any day prior to the first Trading Day receive shares of the applicable Conversion Reference Period, the Company may specify a percentage of the Daily Share Amount that will be settled in cash (the “Cash Percentage”). If the Company elects to specify a Cash Percentage, the amount of cash that the Company will deliver Common Stock in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will equal the product of: (1) the Cash Percentage, (2) the Daily Share Amount for such Trading Day and (3) the Volume Weighted Average Price of the Company’s Common Stock on such Trading Day. The number of shares that the Company shall deliver in respect of the Daily Share Amount for each Trading Day in the applicable Conversion Reference Period will be a percentage of the Daily Share Amount equal to 100% minus the Cash Percentage. If the Company does not specify a Cash Percentage by the start of the applicable Conversion Reference Periodconversion, the Company shall settle 100% close of business on the Daily Share Amount for each Trading Day in Relevant Date or respective Relevant Dates, as the applicable Conversion Reference Period case may be, with shares of Common Stock; provided, however, that the Company shall pay cash in lieu of fractional shares otherwise issuable upon conversion of the Securities in accordance with Section 4.03respect to such conversion. (c) For the purposes of Sections 4.12(a) and (b), in the event that any of Conversion Value, Daily Conversion Value, Daily Share Amounts, or Volume Weighted Average Price is not calculable for all portions of the Conversion Reference Period, the Company’s Board of Directors shall in good faith determine the values necessary to calculate the Conversion Value, Daily Conversion Value, Daily Share Amounts, and Volume Weighted Average Price (which calculations shall be evidenced by an Officer’s Certificate delivered to the Trustee).