Common use of Settlement Upon Conversion Clause in Contracts

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject to this Section 10.03, if a Holder converts a Note, the Company shall pay or deliver to such Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);

Settlement Upon Conversion. (a) Except as provided in Subject to Section 10.07(d)10.09, subject to this Section 10.03, if a Holder converts a upon conversion of any Note, the Company shall pay or deliver may choose to such Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the either Cash Settlement Averaging Period; provided(“Cash Settlement”), that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except other than Cash for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4fractional shares) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash Cash and shares of Common Stock (“Combination Settlement”). In Each of Cash Settlement, Physical Settlement and Combination Settlement is a “Settlement Method.” (b) The same Settlement Method shall be used for all conversions occurring on the same Conversion Date. The Company shall not have any obligation to use the same Settlement Method with respect to conversions with Conversion Dates that occur on different Trading Days, except that the same Settlement Method shall be used for all conversions occurring on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date. (c) If the Company elects a Settlement Method in respect of a Conversion Date, the Company shall provide notice (the “Settlement Notice”) of such Settlement Method and the Specified Dollar Amount or Cash Percentage, as applicable, in respect of such Conversion Date by informing the Trustee, the converting Holders, through the Trustee, and the Depositary no later than the Close of Business on the Trading Day immediately following the relevant Conversion Date (or, in the case of an election that provides for any conversions occurring on or after the 24th Scheduled Trading Day immediately preceding the Maturity Date, no later than the 24th Scheduled Trading Day immediately preceding the Maturity Date). If the Company elects Combination Settlement, the relevant Settlement Notice shall indicate but does not timely notify converting Holders of the Specified Dollar AmountAmount per $1,000 Principal Amount at Maturity of Notes, such Specified Dollar Amount will be deemed to be $1,000. If the Company does not deliver a timely provide Settlement Notice within the time periods specified aboveNotice, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company it will be deemed to have elected Combination Settlement in respect of the Conversion Obligation with a Specified Dollar Amount per $1,000 Principal Amount at Maturity of Notes equal to $1,000. (5d) The Subject to Section 10.03(e), with respect to any conversion of Notes by means of a Combination Settlement (other than a Net Share Settlement), the Company may specify, rather than a Specified Dollar Amount, a percentage of the Daily Settlement Amount that will be settled in Cash (the “Cash Percentage”) by specifying such Cash Percentage in the Settlement Notice. (e) At any time on or prior to the 24th scheduled Trading Day prior to the Maturity Date, the Company may irrevocably elect (a “Net Share Settlement Election”) to satisfy the Conversion Obligation with respect to any Notes to be converted after the date of such election by delivering Cash up to the aggregate Principal Amount at Maturity of Notes to be converted, and shares of Common Stock, Cash or a combination thereof in respect of the remainder, if any, of the Conversion Obligation ( “Net Share Settlement”). A Net Share Settlement is one type of Combination Settlement. The Company may make a Net Share Settlement Election at its sole discretion without the consent of the Holders. Upon making a Net Share Settlement Election, the Company will promptly (i) use reasonable efforts to post such information on its website or otherwise publicly disclose such information and (ii) provide written notice to the Holders by mailing such notice to Holders at their address in the Register (in the case of a Certificated Note), or through the facilities of the Depositary (in the case of a Global Note). (f) The Conversion Consideration in respect of the conversion of any conversion shall Notes will be computed as follows: (6) (Ai) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company it will deliver to the converting Holder in respect of each $1,000 Principal Amount at Maturity of Notes being converted a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes to be converted, divided by Conversion Rate; (ii) if the Company elects Cash Settlement, it will pay to the converting Holder in respect of each $1,0001,000 Principal Amount at Maturity of Notes being converted Cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Days during the applicable Observation Period; and (iii) if the Company elects (or is deemed to have elected) Combination Settlement (including Net Share Settlement), multiplied it will pay or deliver, as the case may be, to the converting Holder in respect of each $1,000 Principal Amount at Maturity of Notes being converted a combination of Cash and shares of Common Stock in an amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the applicable Observation Period. (g) The Daily Settlement Amounts and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of Cash deliverable, the Company shall notify the Trustee and the Conversion Agent (2if other than the Trustee) of the then-applicable Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of Cash deliverable. In calculating the Daily Settlement Amounts, the Conversion Rate on any day shall be appropriately adjusted to take into account the date the converting Holder becomes a record owner occurrence on or before such Trading Day of Common Stock pursuant any event that would require an adjustment to the last paragraph of Conversion Rate as set forth in Section 10.02(d);10.07. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d4.06(b), subject to this Section 10.03, if a Holder converts a upon any conversion of any Note, the Company shall pay or deliver to such Holder, as the case may beconverting Holders, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. full satisfaction of the Company’s Conversion Obligation, (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoingtogether with cash in lieu of fractional shares, if any information required to calculate the conversion obligation is not available as of the applicable settlement date(a “Physical Settlement”), the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions a cash payment without any delivery of cash and/or shares of Common Stock (the a “Settlement MethodCash Settlement”). ) or (3) Prior to a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the first day amounts so deliverable upon conversion of the Final Notes, the “Conversion PeriodObligation”): For conversions: (i) that occur prior to December 15, 2019, by the close of business on the Business Day following the Conversion Date, the Company shall notify converting Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the conversion obligation (the “Cash Amount”) that will elect be settled in cash; (ii) that occur on or after December 15, 2019, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Cash Amount, by notice on or prior to December 15, 2019. All conversions for which the relevant Conversion Date occurs during the period from, and including, December 15, 2019 to the close of business on the second Scheduled Trading Day immediately preceding the Stated Maturity will be deemed to have elected) settled using the same Settlement Method. Except for any conversions described in the preceding sentence, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but will not have any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver specify a Settlement Notice within the time periods specified Method as set forth above, or if then Combination Settlement shall apply, and the related Cash Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked. (b) If the Company provides has elected a Physical Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amountwith respect to any Notes tendered for conversion, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount shall deliver, for each $1,000 principal amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical SettlementNotes, the Company will deliver to the converting Holder a number of shares of Common Stock equal to the Conversion Rate, together with cash in lieu of fractional shares. Except for conversions upon a Make-Whole Fundamental Change as provided in Section 4.06, the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (1c) (i) If the aggregate Company has elected a Cash Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Notes Notes, a cash payment equal to be convertedthe sum of the Daily Conversion Values for each of the twenty (20) consecutive Trading Days during the relevant Observation Period. Except for conversions upon a Make-Whole Fundamental Change as provided in Section 4.06, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate Company shall make such payment on the date the converting Holder becomes a record owner of Common Stock pursuant to third Business Day following the last paragraph day of Section 10.02(d);the applicable Observation Period. (d) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Notes, the sum of the Daily Settlement Amounts for each of the twenty (20) consecutive Trading Days during the relevant Observation Period.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d)With respect to any conversion of Notes, if any, the Company shall, subject to the provisions of this Section 10.03Article 7, if a Holder converts a Note, the Company shall pay or deliver to such Holder, as the case may beconverting Holders, in respect of each $1,000 principal amount Principal Amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes to be convertedApplicable Conversion Rate, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the date third Business Day immediately following the converting Holder becomes a record owner relevant Conversion Date, together with cash in lieu of any fractional shares of Common Stock pursuant to Section 7.03(d). (b) Upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the last paragraph Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date. (c) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. (d) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment an amount in cash for the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Last Reported Sale Price of the Common Stock on the relevant Conversion Date by such fractional share and rounding the product to the nearest whole cent. (e) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, issuable upon conversion, the Company will be deemed to satisfy in full its obligation to pay the Principal Amount of the Notes and all accrued and unpaid interest to, but excluding, the Conversion Date. Upon conversion of the Notes, all accrued and unpaid interest to, but excluding, the Conversion Date will be deemed to be paid in full rather than canceled, extinguished or forfeited, subject to Section 10.02(d);7.03(c) above.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject Subject to this Section 10.0312.01 and Section 12.04, if a Holder converts a Noteupon conversion of any Security, the Company shall may, at its election, pay or deliver to such Holderdeliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes Securities being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying converted either solely cash (“Cash Settlement”), solely shares of Common Stock (other than cash in lieu of any fractional shares) (“Physical Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”), as set forth in this Section 12.01(d). In All conversions occurring on or after June 1, 2019 shall be settled using the same Settlement Method. Prior to June 1, 2019, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a Settlement Method, the Company shall inform Holders so converting of such Settlement Method through the Trustee, no later than the close of business on the Scheduled Trading Day immediately following the related Conversion Date (or, in the case of an election that provides for Combination Settlementany conversions occurring on or after June 1, 2019, no later than the relevant Settlement Notice shall indicate close of business on the Specified Dollar AmountScheduled Trading Day immediately preceding June 1, 2019). If the Company does not deliver concurrently elect a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar AmountMethod, the Company will shall no longer have the right to elect Cash Settlement or Physical Settlement, and the Company shall be deemed to have elected Combination Settlement with a in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Securities shall be deemed to be $1,000. (5) . If the Company elects Combination Settlement but does not timely notify converting Holders of the Specified Dollar Amount per $1,000 principal amount of Securities, such Specified Dollar Amount will be deemed to be $1,000. The Settlement Amount cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Securities (the “Settlement Amount”) shall be computed as follows: (6) (Ai) if the Company elects to satisfy its conversion obligation Conversion Obligation in respect of such conversion through by Physical Settlement, the Company will shall deliver to the converting Holder Holders in respect of each $1,000 principal amount of Securities being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date (1and cash in lieu of any fractional share as described in Section 12.01(g)); (ii) (i) if the aggregate Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to converting Holders in respect of each $1,000 principal amount of Notes Securities being converted cash in an amount equal to be the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days in the relevant Conversion Period; and (iii) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, to converting Holders in respect of each $1,000 principal amount of Securities being converted, divided by a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days in the relevant Conversion Period (ii) $1,000and cash in lieu of any fractional share as described in Section 12.01(g)). Except as described under Sections 12.01(e), multiplied by (2) 12.02 and 12.04, if Cash Settlement or Combination Settlement is applicable, the then-applicable Conversion Rate Company shall pay and/or deliver the consideration due upon conversion on the date third Business Day immediately following the converting final Trading Day of the related Conversion Period. If Physical Settlement is applicable, the Company shall deliver the consideration due upon conversion on the third Business Day immediately following the related Conversion Date; provided, that, with respect to any Conversion Date with respect to which Physical Settlement applies occurring after August 15, 2019, settlement will occur on the Maturity Date (except as otherwise provided in Sections 12.01(e), 12.02 or 12.04). With respect to a conversion of a Security pursuant hereto, the Security shall be deemed to have been converted immediately prior to the close of business on the Conversion Date; provided, however, that the Person in whose name any shares of the Common Stock shall be issuable upon such conversion shall be treated as the holder of record of such shares as of the close of business on the Conversion Date, in the case of Physical Settlement, or the last Trading Day of the relevant Conversion Period, in the case of Combination Settlement (such date, the “Relevant Date”). On and after the Conversion Date with respect to a conversion of a Security pursuant hereto, all rights of the Holder becomes 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 record owner 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 receive shares of Common Stock in respect of such conversion, the last paragraph close of Section 10.02(d);business on the Relevant Date or respective Relevant Dates, as the case may be, with respect to such conversion.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject to this Section 10.03, if If a Holder converts a Notesurrenders its Securities for conversion, the Company shall pay or deliver to such Holder, as the case may bedeliver, in respect of each $1,000 principal amount of Notes being convertedSecurities surrendered for conversion, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at ” equal to the Company’s election, as set forth in this Section 10.03sum of the Daily Settlement Amounts for each of the 20 Trading Days during the relevant Observation Period for such Security. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2i) All conversions during the Final Conversion Period will occurring on or after November 1, 2022 shall be settled in using the same relative proportions forms and amounts of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Dayconsideration. Except for any conversions that occur during the Final Conversion Periodon or after November 1, 2022, the Company need not elect shall use the same Settlement Method forms and amounts of consideration for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same forms and amounts of consideration with respect to conversions that occur on different Conversion Dates. (4) With . If, in respect of any Conversion Date, the Company elects to each settle all or a portion of its Conversion Date occurring prior to Obligation in excess of the Final principal portion of the Securities being converted in cash in respect of such Conversion PeriodDate, the Company shall deliver a notice inform converting Holders, the Trustee and the Conversion Agent (each, a if not the Trustee) of such election (the “Settlement Notice”) no later than the close of business on the relevant Settlement Method not first Trading Day immediately following the related Conversion Date (or, in the case of any conversions occurring on or after November 1, 2022, no later than the Close of Business on the Scheduled Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Periodimmediately preceding November 1, 2022) and the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each indicate in such Settlement Notice shall specify whether the Company shall satisfy its percentage of each share otherwise issuable upon conversion obligation by in excess of the principal amount of the Securities being converted that will be paid in cash (i) delivering solely shares of Common Stock (the “Physical SettlementCash Percentage”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver elect a Settlement Notice within Method prior to the time periods specified above, or if deadline set forth in the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amountimmediately preceding sentence, the Company will be deemed shall no longer have the right to have elected Combination Settlement with elect a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if Cash Percentage and the Company elects to satisfy shall settle its conversion obligation in respect of such conversion through Physical Settlement, the Company will deliver Conversion Obligation by paying cash up to the converting Holder a number principal amount of the converted Securities and delivering shares of Common Stock equal to (1) (i) in respect of the remainder, if any, of its Conversion Obligation in excess of the aggregate principal amount portion of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);Securities being converted as set forth herein.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d10.07(e), subject to this Section 10.03, if a Holder converts a upon conversion of any Note, the Company shall pay or deliver to such a converting Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely an amount of cash and a number of shares of Common Stock or a combination Stock, if any, equal to the sum of cash and Common Stock the Daily Settlement Amounts for each VWAP Trading Day in the Observation Period for such Note (the “Settlement Amount”), together with cash in lieu of any fractional shares. The Company shall deliver the Settlement Amount due in respect of the Conversion Obligation for any such Note to the converting Holder on the third Business Day immediately following the last VWAP Trading Day of the Observation Period. (i) Except as provided in Section 10.07(e), upon conversion of any Note, the Company shall satisfy the Daily Net Settlement Amount included in any Daily Settlement Amount by delivering cash, shares of Common Stock or a combination thereof, at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions each of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable these settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the methods a “Settlement Method”). For purposes of this provision, the Company’s obligation in respect of the Daily Net Settlement Amounts is referred to as the “Conversion Excess Obligation.” (3ii) Prior If the Company elects to the first day satisfy all or any portion of the Final Conversion PeriodExcess Obligation in cash (the “Cash Settlement Election”), the Company will elect notify holders of the percentage of the Conversion Excess Obligation to be paid in cash (or the “Cash Percentage”). (iii) Any Cash Settlement Election shall be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during or after the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the 30th Scheduled Trading Day following immediately preceding the related Conversion Maturity Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar AmountOtherwise, the Company will be deemed not have any obligation to have elected Combination settle conversions occurring on different Conversion Dates using a particular Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if Method Notice, and the Company elects may make a Cash Settlement Election with respect to satisfy its conversion obligation in certain Conversion Dates and not with respect of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable other Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);Dates.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d11.07(e), subject to this Section 10.03, if a Holder converts a upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(a)(vi) (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(a)(vi) (“Combination Settlement”), at the Company’s election (each of these settlement methods a “Settlement Method”). (i) All conversions whose Conversion Date occurs on or after December 1, 2019 shall be settled using the same Settlement Method. Subject to the foregoing, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, and the Company may elect one Settlement Method with respect to one Conversion Date and another Settlement Method with respect to another Conversion Date. (ii) The Company shall deliver a notice (the “Settlement Method Notice”) of the Settlement Method elected by the Company in respect of any Conversion Date or any of the periods described below by written notice to the converting Holder, the Trustee and the Conversion Agent, prior to the Close of Business on the Scheduled Trading Day immediately following the relevant Conversion Date, (or, in the case of any other conversion whose Conversion Date is on or after December 1, 2019, no later than the Close of Business on the Scheduled Trading Day immediately preceding December 1, 2019). (iii) Any Settlement Method Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Method Notice shall indicate the Specified Dollar Amount. If the Company does not timely deliver a Settlement Method Notice prior to the deadline set forth in Section 11.03(a)(ii), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation for such conversion, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company elects Combination Settlement in respect of its Conversion Obligation in respect of a conversion but does not indicate a Specified Dollar Amount in the relevant Settlement Method Notice, the Specified Dollar Amount shall be deemed to be $1,000 in respect of such conversion. (iv) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of the Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date, together with cash in lieu of fractional shares pursuant to Section 11.03(a)(vi); (B) if the Company elects to satisfy its Conversion Obligation in respect of such Holderconversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and (C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely casha Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation Period. (v) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, solely as the case may be, and the amount of cash payable in lieu of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock or a combination Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (vi) The Company shall not issue any fractional share of cash and Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (or, if such date is not a VWAP Trading Day, the “immediately preceding VWAP Trading Day) in the case of Physical Settlement, or based on the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period in the case of Combination Settlement. For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amount”), at Amounts for the Company’s election, applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash. (vii) Except as set forth in this Section 10.03. (1) Subject to the provisions of 11.06 and Section 10.07(d)11.07, the Company shall pay or deliver, as the case may be, the Settlement Amount consideration due in respect of the Conversion Obligation (y) on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading third Business Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, or (z) on the Company will deliver to third Business Day immediately following the converting last VWAP Trading Day of the Observation Period, in the case of any other Settlement Method. (b) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the number of shares of Common Stock equal Stock, if any, that the Company will deliver, and the amount of cash that the Company will pay pursuant to (1Section 11.03(a)(vi) (i) in lieu of fractional shares of Common Stock, if any, shall be determined based on the aggregate total principal amount of Notes so surrendered by such Holder. (c) If a Holder converts a Note, except as set forth in Section 11.02(g), (i) such Holder shall not receive any separate cash payment (in addition to be convertedthe Conversion Obligation) for accrued and unpaid interest, divided by if any, on such Note and (ii) $1,000, multiplied by the Company’s delivery to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (2A) the then-applicable principal amount of such converted Note and (B) accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Rate Date. As a result, subject to Section 11.02(g), accrued and unpaid interest, if any, on a converted Note to but, excluding, the date relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of the converting Holder becomes a record owner Notes, subject to Section 11.02(g), accrued and unpaid interest, if any, shall be deemed to be paid first out of Common Stock pursuant to the last paragraph of Section 10.02(d);cash paid upon such conversion, if any.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject to this Section 10.03, if a Holder converts a Upon any conversion of any Note, the Company shall pay or deliver to such Holder, as the case may beconverting Holders, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, in full satisfaction of the Company’s Conversion Obligation, (1) shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement” and, together with “Physical Settlement” and “Cash Settlement”, each a “Settlement Method”), in each case, as set forth below: (i) Conversions that occur on or after the 25th Scheduled Trading Day immediately preceding the Stated Maturity will be settled using the same Settlement Method. If the Company has not delivered a notice of election of settlement method prior to the 26th Scheduled Trading Day immediately preceding the Stated Maturity in this Section 10.03respect of conversions occurring on or after the 25th Scheduled Trading Day prior to the Stated Maturity, the Company will be deemed to have elected Combination Settlement and the Specified Dollar Amount will be equal to $1,000. (ii) Conversions that occur prior to the 25th Scheduled Trading Day prior to the Stated Maturity, will be settled using the same Settlement Method for all conversions occurring on any given Conversion Date. Except for any conversions that occur on or after the 25th Scheduled Trading Day prior to the Maturity Date, however, the Company will not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. If the Company elects a Settlement Method, the Company will inform Holders so converting through the Trustee of such Settlement Method that has been selected no later than the second Trading Day immediately following the related Conversion Date (or, in the case of any conversions occurring on or after the 25th Scheduled Trading Day prior to the Stated Maturity, no later than the 26th Scheduled Trading Day prior to the Stated Maturity). If the Company does not timely elect a Settlement Method in respect of a particular Conversion Date, the Company will be deemed to have elected Combination Settlement in respect of the Company’s Conversion Obligation and the Specified Dollar Amount will be equal to $1,000. If the Company has timely elected Combination Settlement in respect of any conversion, but fails to notify the converting Holders of the Specified Dollar Amount, the Company will be deemed to have elected that the Specified Dollar Amount be $1,000. (iii) The type and amount of consideration due upon conversion will be computed as follows: (A) If the Company has elected a Physical Settlement with respect to any Notes tendered for conversion, the Company shall deliver to the converting Holder a number of shares of Common Stock equal to the product of (1) Subject the aggregate principal amount of Notes to be converted, divided by $1,000, and (2) the applicable Conversion Rate, together with cash in lieu of fractional shares. (B) If the Company has elected a Cash Settlement with respect to any Notes tendered for conversion, the Company shall deliver, for each $1,000 principal amount of Notes being converted, cash in an amount equal to the provisions sum of Section 10.07(d)the Daily Conversion Values for each of the twenty (20) consecutive Trading Days during the relevant Cash Settlement Averaging Period. (C) If the Company has elected or is deemed to have elected a Combination Settlement with respect to any Notes tendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amount on Amounts for each of the second twenty (20) consecutive Trading Days during the relevant Cash Settlement Averaging Period. Except for conversions upon a Fundamental Change as provided in Section 6.04, (1) in the case of a Physical Settlement, the Company shall deliver the consideration due in respect of conversion no later than the third Business Day immediately following the relevant Conversion Date and (2) in the case of any other Settlement Method, the Company shall deliver the consideration due in respect of the conversion no later than the third Business Day immediately following the last Trading Day of the relevant Cash Settlement Averaging Period; providedPeriod (each, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement MethodDate”). (3iv) Prior to Solely for purposes of determining the first payments and deliveries due upon conversion under this Section 6.02(c), and notwithstanding the definition of “Trading Day” contained in Section 1.01, “Trading Day” means a day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by which (i) delivering solely there is no Market Disruption Event and (ii) trading in the Common Stock generally occurs on The New York Stock Exchange or, if the Common Stock is not then listed on The New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading. If the Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or admitted for trading, “Trading Day” means a “Business Day.” (v) The Company shall not issue fractional shares of Common Stock (“Physical Settlement”)upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination number of cash and full shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice which shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any issuable upon conversion shall be computed as follows: (6) (A) if on the Company elects to satisfy its conversion obligation in respect basis of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of Common Stock would be convertedissuable upon the conversion of any Notes, divided by the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on: (ii1) $1,000if Physical Settlement applies, multiplied by on the Daily VWAP of the Common Stock on the relevant Conversion Date, and (2) if Combination Settlement applies, the then-applicable Conversion Rate Daily VWAP of the Common Stock on the date last Trading Day of the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);relevant Cash Settlement Averaging Period.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject to this Section 10.03, if a Holder converts a Note, the Company shall pay or deliver to such Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth in this Section 10.03. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second third Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second third Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second third Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the second Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d); (B) if the Company elects to satisfy its conversion obligation in respect of such conversion through Cash Settlement, the Company shall pay to the converting Holder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 45 consecutive Trading Days during the related Cash Settlement Averaging Period; and (C) if the Company elects to satisfy its conversion obligation in respect of such conversion through Combination Settlement, the Company shall pay and deliver to the converting Holder, as the case may be, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 45 consecutive Trading Days during the related Cash Settlement Averaging Period.

Settlement Upon Conversion. (a) Except as provided in With respect to any conversion of Notes, other than a conversion of Notes subject to the provisions of Section 10.07(d)7.07(f) hereof, the Company shall, subject to the provisions of this Article 7, pay or deliver, as the case may be, no later than (in the case of Physical Settlement) the second Business Day immediately following the relevant Conversion Date or (in the case of Cash Settlement or Combination Settlement) the second Business Day immediately following the last day of the related Observation Period, to converting Holders, in respect of each $1,000 Principal Amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock pursuant to Section 7.03(g) (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock pursuant to Section 7.03(g) (“Combination Settlement”), at its election, as set forth in this Section 10.037.03. b) If, in respect of any Conversion Date that occurs prior to May 1, 2026 (or, for any conversions for which the relevant Conversion Date occurs on or after May 1, 2026, in respect of the period from May 1, 2026 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date), the Company elects to deliver a notice (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date (or such period, as the case may be), and the Company has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall deliver such Settlement Notice to converting Holders (with a copy to the Trustee and the Conversion Agent) no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after May 1, 2026, no later than the close of business on the Scheduled Trading Day immediately preceding May 1, 2026). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence and has not already irrevocably elected a Settlement Method pursuant to this Section 7.03(b), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation with respect to any conversion on such Conversion Date or during such period, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes to be converted shall be deemed to be $1,000. By written notice to the Holders, the Trustee and the Conversion Agent, the Company may, prior to May 1, 2026, at its option, elect to irrevocably fix the Settlement Method to any Settlement Method that the Company is then permitted to elect, including Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 or with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount (the “Minimum Specified Amount”) set forth in such election notice. If the Company irrevocably elects Combination Settlement with an ability to continue to set the Specified Dollar Amount per $1,000 principal amount of Notes at or above a specific amount, the Company shall, after the date of such election, send written notice to Holders converting their Notes, the Trustee and the Conversion Agent of such Specified Dollar Amount no later than the close of business on the Trading Day immediately following the related Conversion Date, or, if the Company does not timely notify Holders, the Trustee and the Conversion Agent in writing, such Specified Dollar Amount shall be the Minimum Specified Amount set forth in the election notice, unless no Minimum Specified Amount was set forth in the election notice, in which case such Specified Dollar Amount shall be $1,000 per $1,000 principal amount of Notes. The irrevocable election shall apply to all Note conversions on Conversion Dates occurring subsequent to delivery of such notice; provided that any such election that is made between the date the Company issues a Notice of Redemption but before the related Redemption Date shall not apply to any conversions of Notes called for redemption with Conversion Dates that occur after the Company issues such Notice of Redemption but prior to such Redemption Date. For the avoidance of doubt, such an irrevocable election, if made, shall be effective without the need to amend this Indenture or the Notes, including pursuant to Section 14.01(12). However, the Company may nonetheless choose to execute such an amendment at its option. c) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (1) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder converts in respect of each $1,000 principal amount of Notes being converted a Notenumber of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date; (2) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Days during the related Observation Period; and (3) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver to such Holderdeliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares a Settlement Amount equal to the sum of Common Stock or a combination the Daily Settlement Amounts for each of cash and Common Stock (the “Settlement Amount”), at 40 consecutive Trading Days during the Company’s election, as set forth in this Section 10.03related Observation Period. d) The Daily Settlement Amounts (1if applicable) Subject to and the provisions of Section 10.07(d), Daily Conversion Values (if applicable) shall be determined by the Company shall pay promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or deliverthe Daily Conversion Values, as the case may be, and the Settlement Amount on the second Trading Day immediately following the last Trading Day amount of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely cash payable in shares lieu of delivering any fractional share of Common Stock, the Company shall deliver such Common Stock on notify the second Trading Day immediately following Trustee and the relevant Conversion Date. Notwithstanding Agent (if other than the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”Trustee) of the relevant Daily Settlement Method not later than Amounts or the Close of Business on the Trading Day following the related Daily Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and deliveringValues, as the case may be, and the amount of cash payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. e) Upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates and the converting Holder was the Holder on the relevant Regular Record Date. f) If Notes are converted after the Close of Business on a Regular Record Date for the payment of interest, Holders of such Notes at the Close of Business on such Regular Record Date will receive the interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the Close of Business on any Regular Record Date to the Open of Business on the immediately following Interest Payment Date, must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date; (ii) if the Company has delivered notice specifying a Redemption Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; (iii) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the first Business Day immediately following the corresponding Interest Payment Date; or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. g) The Company shall not issue fractional shares upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion (and the number of fractional shares, if any, for which cash shall be delivered) shall be computed on the basis of the aggregate Principal Amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share would be issuable upon the conversion of any Notes, the Company shall make payment in an amount of cash based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. h) By delivery to the Holder of the full number of shares of Common Stock, together with any cash payment for fractional shares, cash, or of a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination SettlementStock, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amountas applicable, the Company will be deemed to have satisfy in full its obligation to pay the Principal Amount of the Notes and all accrued and unpaid interest to, but excluding, the Conversion Date. Upon conversion of the Notes, all accrued and unpaid interest to, but excluding, the Conversion Date will be deemed to be paid in full rather than canceled, extinguished or forfeited, subject to Section 7.03(f) above. If the Company has elected (or has been deemed to elect) Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall of the Notes, accrued and unpaid interest will be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1) (i) the aggregate principal amount of Notes deemed to be converted, divided by (ii) $1,000, multiplied by (2) paid first out of the then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);cash paid upon such conversion.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d), subject to this Section 10.03, if If a Holder converts a Notesurrenders its Securities for conversion, the Company shall pay or deliver to such Holder, as the case may bedeliver, in respect of each $1,000 principal amount of Notes being convertedSecurities surrendered for conversion, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “Settlement Amount”), at ” equal to the Company’s election, as set forth in this Section 10.03sum of the Daily Settlement Amounts for each of the 20 Trading Days during the Conversion Reference Period for such Security. (1) Subject to the provisions of Section 10.07(d), the Company shall pay or deliver, as the case may be, the Settlement Amount on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2i) All conversions during the Final Conversion Period will occurring on or after May 15, 2018 shall be settled in using the same relative proportions forms and amounts of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Dayconsideration. Except for any conversions that occur during the Final Conversion Periodon or after May 15, 2018, the Company need not elect shall use the same Settlement Method forms and amounts of consideration for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same forms and amounts with respect to conversions that occur on different Conversion Dates. (4) With . If, in respect of any Conversion Date, the Company elects to each settle all or a portion of its Conversion Date occurring prior to Obligation in excess of the Final principal portion of the Securities being converted in cash in respect of such Conversion PeriodDate, the Company shall deliver a notice inform converting Holders through the Trustee of such election (each, a the “Settlement Notice”) no later than the close of business on the relevant Settlement Method not second Trading Day immediately following the related Conversion Date (or, in the case of any conversions occurring on or after May 15, 2018, no later than the Close of Business on the Scheduled Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Periodimmediately preceding May 15, 2018) and the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each indicate in such Settlement Notice shall specify whether the Company shall satisfy its percentage of each share issuable upon conversion obligation by in excess of the principal portion of the Securities being converted that will be paid in cash (i) delivering solely shares of Common Stock (the “Physical SettlementCash Percentage”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver elect a Settlement Notice within Method prior to the time periods specified above, or if deadline set forth in the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amountimmediately preceding sentence, the Company will be deemed shall no longer have the right to have elected Combination Settlement with elect a Specified Dollar Amount of $1,000. (5) The Settlement Amount Cash Percentage and the Company shall settle its Conversion Obligation by paying cash in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect principal portion of such conversion through Physical Settlement, the Company will deliver to the converting Holder a number of converted Securities and delivering shares of Common Stock equal to (1) (i) in respect of the remainder, if any, of its Conversion Obligation in excess of the aggregate principal amount portion of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the date the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);Securities being converted as set forth herein.

Settlement Upon Conversion. (a) Except as provided in Section 10.07(d11.07(e), subject upon conversion of any Note, if the Company has not received Stockholder Approval prior to the relevant Conversion Date, the Company shall deliver to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date, together with a cash payment, if applicable, in lieu of any fractional share of Common Stock equal to the product of (i) such fraction of a share and (ii) the Daily VWAP on the relevant Conversion Date and the Interest Make-Whole Payment, if applicable. The Company shall deliver the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date. (b) The provisions of this Section 10.0311.03(b), whether or not expressly stated therein, shall only apply to Conversion Dates following the Company’s receipt of Stockholder Approval. (i) Except as provided in Section 11.07(e), upon conversion of any Note, if a Holder converts a Notethe Company has received Stockholder Approval prior to the relevant Conversion Date, the Company shall pay or deliver, as the case may be, to the converting Holder cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(b)(vii) (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with Section 11.03(b)(vii) (“Combination Settlement”), at the Company’s election (each of these settlement methods a “Settlement Method”) and the Interest Make-Whole Payment, if applicable. (ii) All conversions occurring on or after the 45th Scheduled Trading Day immediately preceding the Maturity Date and all conversions occurring during a Redemption Period, shall be settled using the same Settlement Method. Subject to the foregoing, if the Company has received Stockholder Approval, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates, and the Company may elect a Settlement Method with respect to certain Conversion Dates and not with respect to other Conversion Dates. (iii) The Company shall deliver a notice (the “Settlement Method Notice”) of the Settlement Method elected by the Company in respect of any Conversion Date or any of the periods described below, as the case may be: (A) in the applicable Redemption Notice, with respect to any conversion following delivery of a Redemption Notice by the Company and prior to the Close of Business on the Business Day immediately preceding the related Redemption Date (such period, a “Redemption Period”); (B) by written notice to all Holders of Notes, the Trustee and the Conversion Agent on or prior to the 45th Scheduled Trading Day immediately preceding the Maturity Date, in the case of any conversion occurring on or after such date, other than during a Redemption Period; or (C) by written notice to the converting Holder, the Trustee and the Conversion Agent, prior to the Close of Business on the first Scheduled Trading Day following the relevant Conversion Date, in the case of any other conversion. (iv) Any Settlement Method Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Method Notice shall indicate the Specified Dollar Amount. If the Company has received Stockholder Approval and does not timely deliver a Settlement Method prior to the deadline set forth in this Section 11.03(b)(iv), the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation, and the Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. If the Company elects Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount in the relevant Settlement Method Notice, the Specified Dollar Amount shall be deemed to be $1,000. The Company agrees that it will not seek Stockholder Approval during a Redemption Period or during the period following the 45th Scheduled Trading Day immediately preceding the Maturity Date through the Maturity Date. (v) The cash, shares of Common Stock or combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Physical Settlement, the Company shall deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date, together with cash in lieu of fractional shares pursuant to Section 11.03(b)(vii) and the Interest Make-Whole Payment, if applicable; (B) if the Company elects to satisfy its Conversion Obligation in respect of such Holderconversion by Cash Settlement, the Company shall pay to the converting Holder in respect of each $1,000 principal amount of Notes being converted cash in an amount equal to the sum of the Daily Conversion Values for each of the 40 consecutive VWAP Trading Days during the related Observation Period and the Interest Make-Whole Payment, if applicable; and (C) if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Combination Settlement, the Company shall pay or deliver, as the case may be, in respect of each $1,000 principal amount of Notes being converted, solely casha Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation Period and the Interest Make-Whole Payment, solely if applicable. (vi) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of any fractional share, the Company shall notify the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (vii) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last VWAP Trading Day of the relevant Observation Period (in the case of Combination Settlement)and, with respect to an Interest Make-Whole Payment satisfied with shares of the Company’s Common Stock, based on the simple average of the Daily VWAP for the 10 Trading Days ending on and including the Trading Day immediately preceding the Conversion Date. For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof (exclusive of shares of Common Stock or a combination that may be deliverable in connection with an Interest Make-Whole Payment) shall be computed on the basis of cash the aggregate Daily Settlement Amounts for the applicable Observation Period and Common Stock (the “Settlement Amount”), at the Company’s election, as set forth any fractional shares remaining after such computation shall be paid in this Section 10.03cash. (1viii) Subject to the provisions of Section 10.07(d), the The Company shall pay or deliver, as the case may be, the Settlement Amount consideration due in respect of the Conversion Obligation and an Interest Make-Whole Payment on the second Trading Day immediately following the last Trading Day of the Cash Settlement Averaging Period; provided, that; if the Company elects to fulfill its conversion obligation solely in shares of Common Stock, the Company shall deliver such Common Stock on the second Trading third Business Day immediately following the relevant Conversion Date. Notwithstanding the foregoing, if any information required to calculate the conversion obligation is not available as of the applicable settlement date, the Company will deliver the additional shares of Common Stock resulting from such adjustment on the second Trading Day after the earliest Trading Day on which such calculation can be made. (2) All conversions during the Final Conversion Period will be settled in the same relative proportions of cash and/or shares of Common Stock (the “Settlement Method”). (3) Prior to the first day of the Final Conversion Period, the Company will elect (or be deemed to have elected) the same Settlement Method for all conversions occurring on any given Conversion Day. Except for any conversions that occur during the Final Conversion Period, the Company need not elect the same Settlement Method with respect to conversions that occur on different Conversion Dates. (4) With respect to each Conversion Date occurring prior to the Final Conversion Period, the Company shall deliver a notice (each, a “Settlement Notice”) of the relevant Settlement Method not later than the Close of Business on the Trading Day following the related Conversion Date. With respect to each Conversion Date occurring during the Final Conversion Period, the Company shall, prior to the Final Conversion Period, deliver a single Settlement Notice that shall apply to all conversions occurring during the Final Conversion Period. Each such Settlement Notice shall specify whether the Company shall satisfy its conversion obligation by (i) delivering solely shares of Common Stock (“Physical Settlement”), (ii) paying solely cash (“Cash Settlement”) or (iii) paying and delivering, as the case may be, a combination of cash and shares of Common Stock (“Combination Settlement”). In the case of an election that provides for Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company does not deliver a Settlement Notice within the time periods specified above, or if the Company provides a Settlement Notice within the time periods specified above and elects Combination Settlement but the Settlement Notice does not specify a Specified Dollar Amount, the Company will be deemed to have elected Combination Settlement with a Specified Dollar Amount of $1,000. (5) The Settlement Amount in respect of any conversion shall be computed as follows: (6) (A) if the Company elects to satisfy its conversion obligation in respect of such conversion through Physical Settlement, or on the Company will deliver to third Business Day immediately following the converting last VWAP Trading Day of the Observation Period, in the case of any other Settlement Method. (c) If a Holder surrenders more than one Note for conversion on a single Conversion Date, the number of shares of Common Stock equal Stock, if any, that the Company will deliver, and the amount of cash that the Company will pay pursuant to (1Section 11.03(a) (ior Section 11.03(b)(vii) in lieu of fractional shares of Common Stock, if any, shall be determined based on the aggregate total principal amount of Notes so surrendered by such Holder. (d) If a Holder converts a Note, except as set forth in Section 11.02(g), (i) such Holder shall not receive any separate cash payment (in addition to be converted, divided by the Conversion Obligation) for accrued and unpaid interest on such Note and (ii) $1,000, multiplied by the Company’s delivery to such converting Holder of the Conversion Obligation shall be deemed to satisfy in full the Company’s obligation to pay to such Holder (2A) the then-applicable principal amount of such converted Note and (B) accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Rate Date. As a result, subject to Section 11.02(g), accrued and unpaid interest, if any, on a converted Note to but, excluding, the date relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes, subject to Section 11.02(g), accrued and unpaid interest, if any, shall be deemed to be paid first out of the converting Holder becomes a record owner of Common Stock pursuant to the last paragraph of Section 10.02(d);cash paid upon such conversion, if any.