Common use of Special Settlement Provisions Clause in Contracts

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Holder converts a Note and: (i) Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Share Amount for a given Trading Day within the Observation Period applicable to such Note; (ii) any distribution, transaction or event described in Sections 10.05(a) through (e) hereof has not yet resulted in an adjustment to the applicable Conversion Rate on such Trading Day; and (iii) the shares of Common Stock deliverable in respect of such Trading Day are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction. If a Holder converts a Note and: (i) Physical Settlement is applicable to such Note; (ii) any distribution or transaction described in Sections 10.05(a) through (e) hereof has not yet resulted in an adjustment to the applicable Conversion Rate on a given Conversion Date; and (iii) the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction. Notwithstanding the foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend DateDate as described above, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 10.03 based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder shall will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary hereinherein or in the Notes, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) Purchaser converts a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifNote and: (1) the Record Daterecord date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(iSection 4.4(a) through (ve) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior , but an adjustment to the last VWAP Trading Day Conversion Rate for such event has not yet become effective as of such Observation Period; andConversion Date; (2) the Daily Settlement Amount for Conversion Consideration due upon such conversion includes any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date:whole shares of Common Stock; and (a3) includes such shares of Common Stock that do are not entitle their holder entitled to participate in such eventevent (because they were not held on the related record date or otherwise), then, solely for purposes of such conversion, (x) the Company will, without duplication, give effect to such adjustment on such Conversion Date; and (y) if the date the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date. In addition, notwithstanding anything to the contrary herein, if: (i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 4.4(a) through (e); (ii) a Note is to be converted; (iii) the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related record date; (iv) the Conversion Consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that is adjusted for such dividend or distribution; and (bv) is calculated based such shares of Common Stock would be entitled to participate in such dividend or distribution, then, although the Company will otherwise treat such Purchaser as the holder of record of such shares of Common Stock on a Fixed Settlement Rate that is the Conversion Date, the Company shall not adjusted permit such Purchaser to participate in such event on account of such eventCommon Stock; then provided, however, and for the Company avoidance of doubt, if such Conversion Rate does not include any adjustment for such dividend or distribution, such Purchaser shall treat each Holder of be entitled to participate in such dividend or distribution as if such Purchaser were a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) into which such Purchaser’s Notes are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such eventconverted.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Note is converted and: (i) Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Net Share Number for a given VWAP Trading Day within the Conversion Period applicable to such Note; (ii) any distribution, transaction or event described in Sections 4.04(a) through (e) has not yet resulted in an adjustment to the Conversion Rate on such VWAP Trading Day; and (iii) the shares of Common Stock deliverable in respect of such VWAP Trading Day are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant VWAP Trading Day to reflect the relevant distribution or transaction. If a Note is converted and: (i) Physical Settlement is applicable to such Note; (ii) any distribution or transaction described in Sections 4.04(a) through (e) has not yet resulted in an adjustment to the Conversion Rate on a given Conversion Date; and (iii) the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant conversion to reflect the relevant distribution or transaction. Notwithstanding the foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend DateDate as described above, and (x) a Holder of a Unit or a Separate Purchase Contract Notes that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), converted on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 4.03 based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for the Holder of such Holderconverting Notes. Instead, such Holder shall will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding In addition, notwithstanding anything to the contrary herein, if a Fixed Settlement Conversion Rate adjustment for any event becomes effective on any Ex-Dividend DateDate as described in Sections 4.04(a) through (e) hereof, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise converted its Notes with a Conversion Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), occurring on or after such Ex-Dividend Date and on or prior to the related Record Date record date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to described under Section 3.02 4.02 hereof based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record registered owner of the shares of Common Stock on an unadjusted basis and participate participated in the related dividend, distribution or other event giving rise to such adjustment. (B) . In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment notwithstanding anything to the Fixed contrary herein, if, in the case of any conversion of a Note to which Combination Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) applies, on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such during the Observation Period that occurs on or prior corresponding to the Conversion Date for such Record DateNote, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount:Amount for such VWAP Trading Day, and (ai) the record date for any issuance, dividend or distribution, the effective date for any share split or combination or the Offer Expiration Date for any tender or exchange offer by the Company or its Subsidiaries that, in each case, would require an adjustment to the Conversion Rate pursuant to any of Section 4.04(a) through (e) occurs prior to the Company’s delivery of such shares of Common Stock to the converting Holder; (ii) the applicable Conversion Rate for such VWAP Trading Day will not reflect such adjustment; and (iii) the shares of Common Stock that the Company shall deliver to the converting Holder with respect to such VWAP Trading Day are not entitled to participate in the relevant event (because such shares were not held by such Holder on the related record date, effective date, Offer Expiration Date or otherwise), then the Company will (i) in the case of any such issuance, dividend or distribution, deliver to the Holder of such Note, on the date on which such issuance, dividend or distribution is paid or made, the consideration that a Holder of a number of shares equal to the number of shares included in the Daily Settlement Amount for such VWAP Trading Day would be entitled to receive in respect of such issuance, dividend or distribution or (ii) in the case of any such share split or combination, tender offer or exchange offer, adjust the number of shares that the Company delivers to such Holder as part of the Daily Settlement Amount for such VWAP Trading Day in such Observation Period a manner that occurs on or prior to such Record Dateappropriately (as determined by the Company in consultation with a nationally recognized independent investment banking firm, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not which may be one of the Initial Purchasers, retained for this provision, would not entitle such Holder to participate in such purpose) reflects the relevant transaction or event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Holder converts a Note and: (i) Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Net Share Number for a given VWAP Trading Day within the Conversion Period applicable to such Note; (ii) any distribution, transaction or event described in Sections 4.04(a) through (e) has not yet resulted in an adjustment to the Conversion Rate on such VWAP Trading Day; and (iii) the shares of Common Stock deliverable in respect of such VWAP Trading Day are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant VWAP Trading Day to reflect the relevant distribution or transaction. If a Holder converts a Note and: (i) Physical Settlement is applicable to such Note; (ii) any distribution or transaction described in Sections 4.04(a) through (e) has not yet resulted in an adjustment to the Conversion Rate on a given Conversion Date; and (iii) the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant conversion to reflect the relevant distribution or transaction. Notwithstanding the foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend DateDate as described above, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), converted its Notes on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 4.03 based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder shall will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. Notwithstanding anything to the contrary herein with respect to exchanged Notes as to which Combination Settlement is applicable, if a Holder exchanges a Note and the Daily Settlement Amount for any Trading Day during the Cash Settlement Averaging Period applicable to such Note: (1) is calculated based on an Exchange Rate adjusted on account of any event described in Sections 13.04(a) through (e) hereof; and (2) includes any shares of Common Stock that, but for this provision, would entitle their holder to participate in such event; then, although the Issuer will otherwise treat such Holder as the holder of record of such shares of Common Stock on the last Trading Day of such Cash Settlement Averaging Period, the Issuer will not permit such Holder to participate in such event on account of such shares of Common Stock. In addition, if a Holder exchanges a Note to which Cash Settlement or Combination Settlement is applicable and: (1) the record date, effective date or Expiration Date for any event that requires an adjustment to the Exchange Rate under any of Sections 13.04(a) through (e) hereof occurs: (A) on or after the first Trading Day of such Cash Settlement Averaging Period; and (B) on or prior to the last Trading Day of such Cash Settlement Averaging Period; and (2) the Daily Settlement Amount for any Trading Day in such Cash Settlement Averaging Period that occurs on or prior to such record date, effective date or Expiration Date: (A) includes shares of the Common Stock that do not entitle their holder to participate in such event; and (B) is calculated based on an Exchange Rate that is not adjusted on account of such event; then, on account of such exchange, the Issuer will, on such record date, effective date or Expiration Date, treat such Holder, as a result of having exchanged such Notes, as though it were the record holder of a number of shares of Common Stock equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (A) for a Trading Day in such Cash Settlement Averaging Period that occurs on or prior to such record date, effective date or Expiration Date; and (B) is calculated based on an Exchange Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event. Notwithstanding anything to the contrary herein, if a Fixed Settlement an Exchange Rate adjustment becomes effective on any Ex-Dividend DateDate as described above, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), exchanged its Notes on or after such Ex-Dividend Date and on or prior to the related Regular Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Exchange Date or Early Mandatory Relevant Date, as applicable, pursuant to in accordance with the provisions of Section 3.02 13.02(b) based on a Fixed Settlement an adjusted Exchange Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Exchange Rate adjustment provisions, the Fixed Settlement Exchange Rate adjustment relating to such Ex-Dividend Date will not be made for such exchanging Holder. Instead, such Holder shall will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary hereinherein or in the Notes, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) Purchaser converts a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifNote and: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(iSection ‎4.4(a) through (v‎(e) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior , but an adjustment to the last VWAP Trading Day Conversion Rate for such event has not yet become effective as of such Observation Period; andConversion Date; (2) the Daily Settlement Amount Conversion Consideration due upon such conversion includes any whole shares of Common Stock; and (3) such Common Stock is not entitled to participate in such event (because they were not held on the related Record Date or otherwise), then, solely for purposes of such conversion, (x) the Company will, without duplication, give effect to such adjustment on such Conversion Date; and (y) if the date the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date. In addition, notwithstanding anything to the contrary herein, if: (i) a Conversion Rate adjustment for any VWAP Trading Day in dividend or distribution becomes effective on any Record Date pursuant to Section ‎4.4(a) through ‎(e); (ii) a Note is to be converted; (iii) the Conversion Date for such Observation Period that conversion occurs on or prior to after such Ex-Dividend Date and on or before the related Record Date, effective date or Tender Offer Expiration Date:; (aiv) the Conversion Consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that do not entitle their holder is adjusted for such dividend or distribution; and (v) such shares of Common Stock would be entitled to participate in such event; and (b) is calculated based dividend or distribution, then, although the Company will otherwise treat such Purchaser as the holder of record of such shares of Common Stock on a Fixed Settlement Rate that is the Conversion Date, the Company shall not adjusted permit such Purchaser to participate in such event on account of such eventshares of Common Stock; then provided, however, and for the Company avoidance of doubt, if such Conversion Rate does not include any adjustment for such dividend or distribution, such Purchaser shall treat each Holder of be entitled to participate in such dividend or distribution as if such Purchaser were a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) into which such Purchaser’s Notes are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such eventconverted.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary hereinherein or in the Notes, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) Purchaser converts a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifNote and: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(iSection ‎4.4(a) through (v‎(e) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior , but an adjustment to the last VWAP Trading Day Conversion Rate for such event has not yet become effective as of such Observation Period; andConversion Date; (2) the Daily Settlement Amount for Conversion Consideration due upon such conversion includes any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date:whole Common Shares; and (a3) includes shares of such Common Stock that do Shares are not entitle their holder entitled to participate in such eventevent (because they were not held on the related Record Date or otherwise), then, solely for purposes of such conversion, (x) the Company will, without duplication, give effect to such adjustment on such Conversion Date; and (y) if the date the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date. In addition, notwithstanding anything to the contrary herein, if: (i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Record Date pursuant to Section ‎4.4(a) through ‎(e); (ii) a Note is to be converted; (iii) the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related Record Date; (iv) the Conversion Consideration due upon such conversion includes any whole Common Shares based on a Conversion Rate that is adjusted for such dividend or distribution; and (bv) is calculated based such Common Shares would be entitled to participate in such dividend or distribution, then, although the Company will otherwise treat such Purchaser as the holder of record of such Common Shares on a Fixed Settlement Rate that is the Conversion Date, the Company shall not adjusted permit such Purchaser to participate in such event on account of such eventCommon Shares; then provided, however, and for the Company shall treat each Holder avoidance of a Unit or Separate Purchase Contract as though it were the record holder on doubt, if such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Conversion Rate that is does not adjusted include any adjustment for such event; and (2) if not for this provisiondividend or distribution, would not entitle such Holder Purchaser shall be entitled to participate in such eventdividend or distribution as if such Purchaser were a holder of Common Shares equal to the Common Shares into which such Purchaser’s Notes are converted.

Special Settlement Provisions. (A) Notwithstanding In addition, notwithstanding anything to the contrary herein, if a Fixed Settlement Conversion Rate adjustment for any event becomes effective on any Ex-Dividend DateDate as described in Sections 4.04(a) through (e) hereof, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise converted its Notes with a Conversion Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), occurring on or after such Ex-Dividend Date and on or prior to the related Record Date record date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to described under Section 3.02 4.02 hereof based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record registered owner of the shares of Common Stock on an unadjusted basis and participate participated in the related dividend, distribution or other event giving rise to such adjustment. (B) . In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment notwithstanding anything to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) contrary herein, if, on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such during the Observation Period that occurs on or prior corresponding to the Conversion Date for such Record DateNote, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount:Amount for such VWAP Trading Day, and (ai) the record date for any issuance, dividend or distribution, the effective date for any share split or combination or the Offer Expiration Date for any tender or exchange offer by the Company or its Subsidiaries that, in each case, would require an adjustment to the Conversion Rate pursuant to any of Section 4.04(a) through (e) occurs prior to the Company’s delivery of such shares of Common Stock to the converting Holder; (ii) the applicable Conversion Date for such VWAP Trading Day will not reflect such adjustment; and (iii) the shares of Common Stock that the Company shall deliver to the converting Holder with respect to such VWAP Trading Day are not entitled to participate in the relevant event (because such shares were not held by such Holder on the related record date, effective date, Offer Expiration Date or otherwise), then the Company will (i) in the case of any such issuance, dividend or distribution, deliver to the Holder of such Note, on the date on which such issuance, dividend or distribution is paid or made, the consideration that a Holder of a number of shares equal to the number of shares included in the Daily Settlement Amount for such VWAP Trading Day would be entitled to receive in respect of such issuance, dividend or distribution or (ii) in the case of any such share split or combination, tender offer or exchange offer, adjust the number of shares that the Company delivers to such Holder as part of the Daily Settlement Amount for such VWAP Trading Day in such Observation Period a manner that occurs on or prior to such Record Dateappropriately (as determined by the Company in consultation with a nationally recognized independent investment banking firm, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not which may be one of the Initial Purchasers, retained for this provision, would not entitle such Holder to participate in such purpose) reflects the relevant transaction or event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) a Holder of a Unit or a Separate Purchase Contract Purchase that has elected Early Settlement of such Unit or such a Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note, and the first VWAP Trading Day of the Observation Period for such Note occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of "SP1" to "ten" shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note and one or more VWAP Trading Days of the Observation Period for such Note occurs on or after the Offer Expiration Date for a tender or exchange offer, but on or prior to the first Trading Day in the Averaging Period for such tender or exchange offer, such Observation Period will be suspended on the first such VWAP Trading Day and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer and the reference in the above definition of "SP1" to "ten" shall be deemed replaced with a reference to "one." Notwithstanding anything to the contrary herein, if a Fixed Holder converts a Note, Combination Settlement Rate adjustment becomes effective on is applicable to such Note and the Daily Settlement Amount for any Ex-Dividend Date, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of VWAP Trading Day during the Observation Period applicable to such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be Note: (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 is calculated based on a Fixed Settlement Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date on account of any event described in respect of such dividend, distribution or other event giving rise to such adjustment clauses (a) through (e) above; and (ii) entitled includes any Common Shares that, but for this provision, would entitle their holder to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, event; then, notwithstanding although the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, Company shall otherwise treat such Holder shall be treated as if the holder of record of such Holder were the record owner of the shares of Common Stock Shares on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle permit such Holder to participate in such event.event on account of such Common Shares. In addition, if a Holder converts a Note and: (iii) Combination Settlement is applicable to such Note; 50

Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend DateHolder converts a Note in a Combination Settlement, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early the Daily Settlement of Amount for any VWAP Trading Day during the Observation Period applicable to such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be Note: (i) treated as the record holder is calculated based on a Conversion Rate adjusted on account of any event described in Sections 4.05(a) through (e) hereof; and (ii) includes any shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Datethat, as applicablebut for this provision, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled entitle their holder to participate in such event; then, although the related dividendCompany will otherwise treat such Holder as the holder of record of such shares of Common Stock on the last VWAP Trading Day of such Observation Period, distribution or other the Company will not permit such Holder to participate in such event giving rise to such adjustment with respect to all on account of such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifnotwithstanding anything to the contrary herein, if a Holder converts a Note and: (1i) Combination Settlement is applicable to such Note; (ii) the Record Daterecord date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(i4.05(a) through (ve) hereof occurs: (aA) on or after the first VWAP Trading Day of the relevant such Observation Period; and (bB) on or prior to the last VWAP Trading Day of such Observation Period; and (2iii) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Daterecord date, effective date or Tender Offer Expiration Date: (aA) includes shares of the Common Stock that do not entitle their holder to participate in such event; and (bB) is calculated based on a Fixed Settlement Conversion Rate that is not adjusted on account of such event; then on account of such conversion, the Company shall will, on such record date, effective date or Offer Expiration Date, treat each Holder such Holder, as a result of a Unit or Separate Purchase Contract having converted such Notes, as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1i) are deliverable as part of the Daily Settlement Amount: (aA) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Daterecord date, effective date or Tender Offer Expiration Date; and (bB) that is calculated based on a Fixed Settlement Conversion Rate that is not adjusted for such event; and (2ii) if not for this provision, would not entitle such Holder holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary hereinherein or in the Notes, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) Holder converts a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifNote and: (1A) the Record Daterecord date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(i) through Section 4.04(a)through (ve) hereof occurs: occurs (ain the case of Physical Settlement) or on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for before any VWAP Trading Day in such the Observation Period that occurs on for such conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or prior to such Record DateVWAP Trading Day, effective date or Tender Offer Expiration Date:as applicable; (aB) the Conversion Consideration due upon such conversion (in the case of Physical Settlement) or due in respect of such VWAP Trading Day (in the case of Combination Settlement) includes any whole Common Shares; and (C) such shares of Common Stock that do are not entitle their holder entitled to participate in such eventevent (because they were not held on the related record date or otherwise), then, solely for purposes of such conversion, (x) the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement); and (y) if the date the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date. In addition, notwithstanding anything to the contrary herein, if: (i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 4.04(a) through Section 4.04(e); (ii) a Note is to be converted pursuant to Physical Settlement or Combination Settlement; (iii) the Conversion Date for such conversion (in the case of Physical Settlement) or any VWAP Trading Day in the Observation Period for such conversion (in the case of Combination Settlement) occurs on or after such Ex-Dividend Date and on or before the related record date; (iv) the Conversion Consideration due upon such conversion (in the case of Physical Settlement) or due with respect to such VWAP Trading Day (in the case of Combination Settlement) includes any whole Common Shares based on a Conversion Rate that is adjusted for such dividend or distribution; and (bv) is calculated based on a Fixed Settlement Rate that is not adjusted on account such shares would be entitled to participate in such dividend or distribution, then, although the Company will otherwise treat such Holder as the holder of record of such event; then Common Shares on the Conversion Date (in the case of Physical Settlement) or for such VWAP Trading Day (in the case of Combination Settlement), the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle permit such Holder to participate in such eventevent on account of such Common Shares.

Special Settlement Provisions. (A) Notwithstanding anything to the contrary hereinherein or in the Notes, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) Purchaser converts a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment. (B) In addition, ifNote and: (1) the Record Daterecord date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(iSection 4.4(a) through (ve) hereof occurs: (a) on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior , but an adjustment to the last VWAP Trading Day Conversion Rate for such event has not yet become effective as of such Observation Period; andConversion Date; (2) the Daily Settlement Amount for Conversion Consideration due upon such conversion includes any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date:whole shares of Common Stock; and (a3) includes such shares of Common Stock that do are not entitle their holder entitled to participate in such eventevent (because they were not held on the related record date or otherwise), then, solely for purposes of such conversion, (x) the Company will, without duplication, give effect to such adjustment on such Conversion Date; and (y) if the date the Company is otherwise required to deliver the Conversion Consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the second (2nd) Business Day after such first date. In addition, notwithstanding anything to the contrary herein, if: (i) a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 4.4(a) through (e); (ii) a Note is to be converted; (iii) the Conversion Date for such conversion occurs on or after such Ex- Dividend Date and on or before the related record date; (iv) the Conversion Consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that is adjusted for such dividend or distribution; and (bv) is calculated based such shares of Common Stock would be entitled to participate in such dividend or distribution, then, although the Company will otherwise treat such Purchaser as the holder of record of such shares of Common Stock on a Fixed Settlement Rate that is the Conversion Date, the Company shall not adjusted permit such Purchaser to participate in such event on account of such eventCommon Stock; then provided, however, and for the Company avoidance of doubt, if such Conversion Rate does not include any adjustment for such dividend or distribution, such Purchaser shall treat each Holder of be entitled to participate in such dividend or distribution as if such Purchaser were a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) into which such Purchaser’s Notes are deliverable as part of the Daily Settlement Amount: (a) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not for this provision, would not entitle such Holder to participate in such eventconverted.

Special Settlement Provisions. (A) If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note, and the first VWAP Trading Day of the Observation Period for such Note occurs after the first Trading Day of the Averaging Period for a tender or exchange offer, but on or before the last Trading Day of the Averaging Period for such tender or exchange offer, the reference in the above definition of “SP1” to “ten” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first Trading Day of the Averaging Period for such tender or exchange offer to, but excluding, the first VWAP Trading Day of such Observation Period. If a Holder converts a Note, Cash Settlement or Combination Settlement is applicable to such Note and one or more VWAP Trading Days of the Observation Period for such Note occurs on or after the Offer Expiration Date for a tender or exchange offer, but on or prior to the first Trading Day in the Averaging Period for such tender or exchange offer, such Observation Period will be suspended on the first such VWAP Trading Day and will resume immediately after the first Trading Day of the Averaging Period for such tender or exchange offer and the reference in the above definition of “SP1” to “ten” shall be deemed replaced with a reference to “one.” Notwithstanding anything to the contrary herein, if a Fixed Holder converts a Note, Combination Settlement Rate adjustment becomes effective on is applicable to such Note and the Daily Settlement Amount for any Ex-Dividend Date, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of VWAP Trading Day during the Observation Period applicable to such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be Note: (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 is calculated based on a Fixed Settlement Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date on account of any event described in respect of such dividend, distribution or other event giving rise to such adjustment and clauses (a) through (e) above; and (ii) entitled includes any Common Shares that, but for this provision, would entitle their holder to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, event; then, notwithstanding although the foregoing Fixed Settlement Rate adjustment provisionsCompany shall otherwise treat such Holder as the holder of record of such Common Shares on the last VWAP Trading Day of such Observation Period, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will Company shall not be made for such Holder. Instead, permit such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and to participate in the related dividend, distribution or other such event giving rise to on account of such adjustment. (B) Common Shares. In addition, ifif a Holder converts a Note and: (1iii) Combination Settlement is applicable to such Note; (iv) the Record Daterecord date, effective date or Tender Offer Expiration Date expiration date for any event that requires an adjustment to the Fixed Settlement Rates Conversion Rate under any of Sections 5.01(a)(iclauses (a) through (ve) hereof above occurs: (aA) on or after the first VWAP Trading Day of the relevant such Observation Period; and (bB) on or prior to the last VWAP Trading Day of such Observation Period; and (2v) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Daterecord date, effective date or Tender Offer Expiration Dateexpiration date: (aA) includes shares of Common Stock Shares that do not entitle their holder to participate in such event; and (bB) is calculated based on a Fixed Settlement Conversion Rate that is not adjusted on account of such event; then then, on account of such conversion, the Company shall shall, on such record date, effective date or expiration date, treat each Holder such Holder, as a result of a Unit or Separate Purchase Contract having converted such Notes, as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, Shares equal to the total number of shares of Common Stock Shares that: (1vi) are deliverable as part of the Daily Settlement Amount: (aA) for a VWAP Trading Day in such Observation Period that occurs on or prior to such Record Daterecord date, effective date or Tender Offer Expiration Dateexpiration date; and (bB) that is calculated based on a Fixed Settlement Conversion Rate that is not adjusted for such event; and (2vii) if not for this provision, would not entitle such Holder to participate in such event.

Special Settlement Provisions. (A) Notwithstanding In addition, notwithstanding anything to the contrary herein, if a Fixed Settlement Conversion Rate adjustment becomes effective on any Ex-Dividend DateDate as described in Sections 4.04(a) through (e) hereof, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise converted its Notes with a Conversion Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), occurring on or after such Ex-Dividend Date and on or prior to the related Record Date record date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Conversion Date or Early Mandatory Relevant Date, as applicable, pursuant to described under Section 3.02 4.02 hereof based on a Fixed Settlement an adjusted Conversion Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common StockDate, then, notwithstanding the foregoing Fixed Settlement Conversion Rate adjustment provisions, the Fixed Settlement Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder shall be treated as if such Holder were the record registered owner of the shares of Common Stock on an unadjusted basis and participate participated in the related dividend, distribution or other event giving rise to such adjustment. (B) . In addition, if: (1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment notwithstanding anything to the Fixed contrary herein, if, in the case of any conversion of a Note to which Combination Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs: (a) applies, on or after the first VWAP Trading Day of the relevant Observation Period; and (b) on or prior to the last VWAP Trading Day of such Observation Period; and (2) the Daily Settlement Amount for any VWAP Trading Day in such during the Observation Period that occurs on or prior corresponding to the Conversion Date for such Record DateNote, effective date or Tender Offer Expiration Date: (a) includes shares of Common Stock that do not entitle their holder to participate in such event; and (b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective date or Tender Offer Expiration Date, as applicable, of a number of shares of Common Stock per Unit or Separate Purchase Contract, as applicable, equal to the total number of shares of Common Stock that: (1) are deliverable as part of the Daily Settlement Amount:Amount for such VWAP Trading Day, and (ai) the record date for any issuance, dividend or distribution, the effective date for any share split or combination or the Offer Expiration Date for any tender or exchange offer by the Company or its Subsidiaries that, in each case, would require an adjustment to the Conversion Rate pursuant to any of Section 4.04(a) through (e) occurs prior to the Company’s delivery of such shares of Common Stock to the converting Holder; (ii) the applicable Conversion Rate for such VWAP Trading Day will not reflect such adjustment; and (iii) the shares of Common Stock that the Company shall deliver to the converting Holder with respect to such VWAP Trading Day are not entitled to participate in the relevant event (because such shares were not held by such Holder on the related record date, effective date, Offer Expiration Date or otherwise), then the Company will (i) in the case of any such issuance, dividend or distribution, deliver to the Holder of such Note, on the date on which such issuance, dividend or distribution is paid or made, the consideration that a Holder of a number of shares equal to the number of shares included in the Daily Settlement Amount for such VWAP Trading Day would be entitled to receive in respect of such issuance, dividend or distribution or (ii) in the case of any such share split or combination, tender offer or exchange offer, adjust the number of shares that the Company delivers to such Holder as part of the Daily Settlement Amount for such VWAP Trading Day in such Observation Period a manner that occurs on or prior to such Record Dateappropriately (as determined by the Company in consultation with a nationally recognized independent investment banking firm, effective date or Tender Offer Expiration Date; and (b) that is calculated based on a Fixed Settlement Rate that is not adjusted for such event; and (2) if not which may be one of the Initial Purchasers, retained for this provision, would not entitle such Holder to participate in such purpose) reflects the relevant transaction or event.