Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. If and only to the extent a Holder elects to convert its Notes in connection with a Fundamental Change described in clauses (1), (2) (without giving effect to the proviso in such clause (2)) or (4) under the definition of Fundamental Change (a “Make-Whole Fundamental Change”), the Conversion Rate shall be increased by an additional number of shares of Common Stock (the “Additional Shares”). The number of Additional Shares shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change becomes effective (the “Effective Date”) and the price paid (or deemed paid) per share (the “Stock Price”) for the Common Stock in such Make-Whole Fundamental Change. If holders of Common Stock receive only cash in any transaction described in clause (2) of the definition of Fundamental Change, the Stock Price will be the cash amount paid per share. Otherwise, the Stock Price will be equal to the average of the Closing Sale Prices of the Common Stock on the five Trading Days prior to, but excluding, the Effective Date of such Make-Whole Fundamental Change. The Company shall notify Holders of the anticipated Effective Date of any Make-Whole Fundamental Change at least 10 Business Days prior to such anticipated Effective Date, to the extent practicable. A conversion of the Notes by a Holder shall be deemed for purposes of this Section 10.03 to be “in connection with” a Make-Whole Fundamental Change only if the Conversion Date occurs on or following the Effective Date of the Make-Whole Fundamental Change but before the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (as specified in the Fundamental Change Company Notice). Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement, as described under Section 10.02(b). However, if the consideration received by holders of the Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Settlement Amount will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversi...
Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. (a) If, after the date hereof and on or prior to the second Business Day immediately preceding December 31, 2012, a Make-Whole Fundamental Change (as defined below) occurs, and a Holder elects to convert its Series U Debentures in connection with such Make-Whole Fundamental Change, the Company will, under certain circumstances, increase the Conversion Rate for the Series U Debentures so surrendered for conversion by a number of additional shares of Common Stock (the “Make-Whole Shares”), as determined in this Section 4 below. A conversion of Series U Debentures will be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the notice of conversion of the Series U Debentures is received by the Conversion Agent from, and including, the Effective Date (as defined below) of the Make-Whole Fundamental Change up to, and including, the 45th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change (or, in the case of an event that also constitutes a Fundamental Change, the Fundamental Change Repurchase Date for such Fundamental Change). If the Company fails to notify Holders as required by Section 1(d) of the effective date of any Make-Whole Fundamental Change within 15 calendar days of such effective date, the period during which Holders may surrender their Series U Debentures for conversion and receive the relevant Make-Whole Shares will be extended by the number of days that such notification is delayed or not otherwise provided to Holders beyond the specified notice deadline.
Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. (a) If a Holder elects to convert its Notes in connection with a Make-Whole Fundamental Change, the Conversion Rate shall, under certain circumstances, be increased by a number of additional shares (the “Additional Shares”), as described below. A conversion shall be deemed to be in connection with a Make-Whole Fundamental Change if such conversion occurs on or after the Make-Whole Reference Date for such Make-Whole Fundamental Change and prior to the close of business on the Business Day immediately prior to the related Fundamental Change Repurchase Date (or in the case of a Make-Whole Fundamental Change that does not constitute a Fundamental Change, the 35th Trading Day immediately following the applicable Make-Whole Reference Date). The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Make-Whole Reference Date for any Make-Whole Fundamental Change, and issue a press release, on such Make-Whole Reference Date (such period, the “Make-Whole Fundamental Change Period”).
Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. (a) If, after the date hereof, a Fundamental Change described in clause (1) or (2) of the definition thereof (determined after giving effect to any exceptions or exclusions to such definition, other than the proviso in clause (2) of the definition thereof, and excluding a Fundamental Change that would not result in a purchase right as a result of the paragraph immediately following the definition of Fundamental Change, a “Make-Whole Fundamental Change”) occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company will, under certain circumstances, increase the Applicable Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 11.09. A conversion of Notes will be deemed for these purposes to be “in connection with” a Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). On or before the 5th day after the occurrence of a Make-Whole Fundamental Change that does not also constitute a Fundamental Change, the Company will mail to the Trustee and to all Holders at their addresses shown in the Register of the Registrar, and to beneficial owners as required by applicable law, notice indicating that a Make-Whole Fundamental Change has occurred.
Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change. The number of additional shares by which the applicable conversion rate for the notes will be increased for conversions in connection with a make-whole fundamental change will be determined by reference to the table below, based on the date on which such make-whole fundamental change occurs or becomes effective (the “effective date”) and the price paid per share of common stock in such make-whole fundamental change (the “stock price”). The stock prices set forth in the first row of the table below (i.e., column headers) will be adjusted as of any date on which the conversion rate of the notes is otherwise adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate in effect immediately prior to the adjustment giving rise to the stock price adjustment, and the denominator of which is the conversion rate as so adjusted. The number of additional shares will be adjusted in the same manner as the conversion rate as set forth under “Description of notes—Conversion rights—Conversion rate adjustments” in the prospectus supplement for the offering. The following table sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 principal amount of the notes: Stock Price Effective Date $41.25 $50.00 $60.00 $70.00 $80.00 $90.00 $100.00 $110.00 $120.00 $130.00 $140.00 $150.00 $160.00 December 5, 2007 6.9264 5.0633 3.5570 2.6595 2.0881 1.7027 1.4294 1.2270 1.0715 0.9483 0.8480 0.7646 0.6939 November 15, 2008 6.9264 4.7654 3.2111 2.3194 1.7745 1.4214 1.1797 1.0060 0.8755 0.7738 0.6920 0.6245 0.5675 November 15, 2009 6.9264 4.3951 2.7778 1.8974 1.3918 1.0841 0.8851 0.7485 0.6493 0.5738 0.5139 0.4647 0.4234 November 15, 2010 6.9264 3.8721 2.1875 1.3465 0.9142 0.6802 0.5441 0.4577 0.3980 0.3535 0.3183 0.2894 0.2648 November 15, 2011 6.9264 3.2296 1.3956 0.6327 0.3381 0.2250 0.1769 0.1514 0.1344 0.1211 0.1101 0.1007 0.0924 November 15, 2012 6.9264 2.6823 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case: • if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower s...
