Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of Common Stock (other than a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Personcompany, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 13.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company election or (which determination shall be conclusive and binding), to make such provisions apply to such other Person ii) if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder no holders of Common Stock includes cashaffirmatively make such an election, securities or other property the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average (with a Person other than copy to the successor or purchasing Person, Trustee and Conversion Agent) as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the case may be, in such Reorganization Event, then foregoing. The Company shall cause notice of the execution of such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests Register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section 6.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination or similar transaction involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at right to convert the date Principal Amount of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), Conversion Rate pursuant to make such provisions Section 7.04 do not apply to such other Person if different from distributions to the original issuer of extent that the Securitiesright to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. If, in the case of any Reorganization Merger Event, the cashReference Property includes shares of stock, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property assets (including cash or any combination thereof) of a Person other than the successor or purchasing Personcorporation, as the case may be, in such Reorganization Merger Event, then such supplemental indenture shall also be executed by such successor other Person. When the Company executes a supplemental indenture pursuant to this Section 7.05, the Company shall promptly deliver to the Trustee (in addition to any other documents required under Section 14.03) an Officers’ Certificate briefly stating the reasons therefor, the kind or purchasing Personamount of cash, as the case may besecurities or property or assets that will comprise a unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall contain such additional provisions promptly deliver notice thereof to protect the interests all Holders. The Company shall also cause notice of the Holders execution of such supplemental indenture to be mailed to each Holder, at the Securities address of such Holder as it appears on the Board Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Directors such supplemental indenture. The above provisions of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive Merger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any Upon the occurrence of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision change in par value, or combination) from par value to no par value, or from no par value to par value, or as a result of which the Common Stock would be converted intoa split, subdivision or exchanged for, stock, other securities, or other property or assets (or any combination thereofcovered by Section 2.1), or (ii) any statutory share exchangeconsolidation, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cashmerger, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions sale of all or substantially all of the consolidated Company's assets (other than a sale of all or substantially all of the assets of the Company and its Subsidiariesin a transaction in which the holders of Common Stock immediately prior to such transaction do not receive securities, taken as cash or other assets of the Company or any other Person), or (iii) a wholebinding share exchange which reclassifies or changes the outstanding shares of Common Stock, to any Person in each case as a result of which the holders of Common Stock will shall be converted into entitled to receive cash, securities or other property (or any combination thereof) assets with respect to or in exchange for such Common Stock (any such event or transactionevent, a “Reorganization Merger Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such SecurityMerger Event, the kind right to exercise this Warrant will be changed into a right to exercise this Warrant into the type and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate issuable upon exercise of this Warrant immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of If the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that Merger event causes the Common Stock to be converted into into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) ), the Reference Property to be received upon exercise will be deemed to be the weighted average of the types and amounts of consideration Reference Property to be received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company is a party to any reclassification of the following events occur: (i) any recapitalization, reclassification or change of Common Stock Shares (other than changes resulting from a subdivision or combination) as or a result of which the Common Stock would be converted intoconsolidation, or exchanged foramalgamation, stockmerger, other securities, or other property or assets (or any combination thereof), or (ii) any statutory binding share exchange, consolidation statutory arrangement, sale or merger conveyance of all or substantially all of the Company’s consolidated assets to another person or entity or other similar combination involving the Company Company, in each case pursuant to which the Common Stock will be Shares are converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”)property, then at the effective time of such transaction the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Securities shall be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereof) that receivable upon such transaction by a holder of a number of shares of Common Stock equal to the Conversion Rate Holder had such Holder converted its Securities immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event transaction solely for Common Shares (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Event that transaction causes the Common Stock Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock Shares that affirmatively make such an election. If Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 (referred to herein as “Ineligible Consideration”), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or “prescribed securities” for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied on December 31, 2007 with a market value (as conclusively determined by the Company’s Board of Directors) equal to the market value of such Ineligible Consideration. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the SecuritiesXIII. If, in the case of any Reorganization Eventsuch reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Stock Shares includes cash, securities or other property of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such Reorganization Eventtransaction, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Security Register maintained by the Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 13.06 shall similarly apply to successive reclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of Common Stock (other than a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities other than one or other property (or any combination thereof) more Subsidiaries (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Event, the right to convert a Security shall be convertible changed into, with respect to each $1,000 in principal amount of such Security, a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the effective time of such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 119, Article 10 8 and Article 8 7 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: , namely (i) any recapitalization, reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which the holders of Common Stock would shall be converted into, or exchanged for, entitled to receive stock, other securities, securities or other property or assets (including cash) with respect to or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the in exchange for such Common Stock will be converted into cash, securities or other property (or any combination thereof)Stock, or (iii) any sale, lease sale or other transfer in one transaction or a series of transactions of all or substantially all conveyance of the consolidated properties and assets of the Company and its Subsidiariesas, taken as a wholeor substantially as, an entirety to any Person other corporation as a result of which the holders of Common Stock will shall be converted into cashentitled to receive stock, securities or other property or assets (including cash) with respect to or any combination thereof) (any in exchange for such event or transaction, a “Reorganization Event”)Common Stock, then the Company or the successor or purchasing Personcorporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Debenture shall be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stock, stock and other securities or other property or assets (including cash cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or any combination thereof) that conveyance by a holder of a number of shares of Common Stock equal to the Conversion Rate issuable upon conversion of such Debentures immediately prior to such Reorganization Event would have owned reclassification, change, consolidation, merger, combination, sale or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an electionconveyance. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the XV. The Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture to be mailed to each holder of Debentures, at his address appearing on the Register provided for in Section 2.5 of this Indenture. The above provisions of this Section 15.6 shall also be executed by such successor or purchasing Personsimilarly apply to successive reclassifications, as the case may beconsolidations, mergers, combinations, and sales. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than one or more of the Subsidiaries) as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Note shall be convertible into, with respect to each $1,000 in principal amount of such SecurityNote, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, VI and in Article 10 V of this Supplemental Indenture and Article 8 and in the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the SecuritiesNotes. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities Notes as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combinationcombination to which Section 12.02(a) applies), (ii) any consolidation, merger, statutory share exchange or combination of the Company with another Person, or (iii) any sale, lease or other transfer of the consolidated properties and assets of the Company and its Subsidiaries substantially as an entirety to any other Person, in each case as a result of which the Common Stock would be converted into, or exchanged for, stockCapital Stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at after the effective time of such Reorganization Event, the Reorganization Event each Security Securities shall only be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stockCapital Stock, other securities or securities, other property or assets (including cash or any combination thereofthereof and in the same proportion) that receivable (the “Reference Property”) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned Event, and the Company or been entitled successor Person shall execute a supplemental indenture to receive upon such Reorganization Event (the “Reference Property”)effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 1112, Article 10 9 and Article 8 11 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of Common Stock (other than a subdivision or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good 62 faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company is a party to any reclassification of the following events occur: (i) any recapitalization, reclassification or change of Common Stock Shares (other than changes resulting from a subdivision or combination) as or a result of which the Common Stock would be converted intoconsolidation, or exchanged foramalgamation, stockmerger, other securities, or other property or assets (or any combination thereof), or (ii) any statutory binding share exchange, consolidation statutory arrangement, sale or merger conveyance of all or substantially all of the Company's consolidated assets to another person or entity or other similar combination involving the Company Company, in each case pursuant to which the Common Stock will be Shares are converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”)property, then at the effective time of such transaction the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Securities shall be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofother than Ineligible Consideration (as defined below)) that receivable upon such transaction by a holder of a number of shares of Common Stock equal to the Conversion Rate Holder had such Holder converted its Securities immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event transaction solely for Common Shares (the “"Reference Property”"). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Event that transaction causes the Common Stock Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock Shares that affirmatively make such an election. Notwithstanding the foregoing, if Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such Ineligible Consideration. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the SecuritiesXIII. If, in the case of any Reorganization Eventsuch reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Stock Shares includes cash, securities or other property of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such Reorganization Eventtransaction, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders, the Trustee, the Co-Trustee and the Conversion Agent at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. The above provisions of this Section 13.06 shall similarly apply to successive reclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Personcompany, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 13.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company election or (which determination shall be conclusive and binding), to make such provisions apply to such other Person ii) if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder no holders of Common Stock includes cashaffirmatively make such an election, securities or other property the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a Person other than party to any Merger Event unless its terms are consistent with the successor or purchasing Person, as foregoing. The Company shall cause notice of the case may be, in such Reorganization Event, then execution of such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.05 applies to any event or occurrence, Section 6.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Parent, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Parent and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to exchange the Principal Amount of Notes (which shall comply with so long as the Trust Indenture Act as in force at the date remaining amount of execution this Note not so exchanged is equal to $200,000 or an integral multiple of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, excess thereof) into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property for which the Notes will be exchangeable will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company or the Parent shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to notify Holders of the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 Notes and the definition Trustee of Fundamental Change, such weighted average as appropriate, soon as determined in good faith by practicable after such determination is made. The Parent shall not become a party to any Merger Event unless its terms are consistent with the foregoing. The Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If Except as otherwise provided in Section 12.04, if any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combinationcombination to which Section 12.02(a) applies), (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant entitled to which the Common Stock will be converted into receive cash, securities or other property (or any combination thereof)) with respect to or in exchange for such Common Stock, or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken Subsidiaries substantially as a whole, an entirety to any other Person as a result of which the holders of Common Stock will shall be converted into entitled to receive cash, securities or other property (or any combination thereof) with respect to or in exchange for such Common Stock (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at after the effective time of such Reorganization Event, the Reorganization Event each Security Securities shall only be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stockcash, other securities or other property or assets (including cash or any combination thereofand in the same proportion) that receivable (the “Reference Property”) upon such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned and the Company or been entitled successor Person shall execute a supplemental indenture to receive upon such Reorganization Event (the “Reference Property”)effect. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 1112, Article 10 9 and Article 8 11 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization "Merger Event”"), then the Company or the successor or purchasing Personthen, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Merger Event, the Company shall be convertible intoexecute, with respect and the Holder shall counter-sign, a supplemental agreement permitted under Section 14.01 providing for the right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive (the "Reference Property") upon such Reorganization Merger Event. If such Merger Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer notify Holders of the SecuritiesNotes of such weighted average as soon as practicable after such determination is made. If, in The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 7.05. None of the case foregoing provisions shall affect the right of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder Holder of Notes to convert its Notes into shares of Common Stock includes cash, securities or other property as set forth in Section 7.01 and Section 7.02 prior to the effective date of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Merger Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination, any stock dividends or any change in par value or to no par value or from no par value to a par value), (ii) any consolidation, merger or combination involving the Company, (iii) any transaction or a series of transactions resulting in a Change of Control, including without limitation any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then the Company or the successor or purchasing Personthen, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Merger Event, the Company shall be convertible into, with respect to each $1,000 in principal amount provide as a condition for the closing of such SecurityMerger Event, the execution by the Holder and the Company a supplemental agreement permitted under Section 10.01 providing for the right for Holder to either (i) convert the Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Amount divided by $1,000 times the Applicable Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event, or (ii) require the Company or its successor to redeem this Note, in whole or in part, at a redemption price equal to the outstanding Conversion Amount being redeemed. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Note will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the The Company shall reasonably consider necessary by reason notify the Holder of the foregoingsuch weighted average as soon as practicable after such determination is made.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occurCompany: (i) any recapitalization, reclassification reclassifies or change of changes its Common Stock (other than changes resulting from a subdivision or combination); or (ii) consolidates or merges with or into any Person or sells, leases, transfers, conveys or otherwise disposes of all or substantially all of its assets and those of its Subsidiaries taken as a result whole to another Person; and in either case holders of which the Common Stock would be converted into, or exchanged for, receive stock, other securities, securities or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) with respect to or in exchange for their Common Stock (any such event or transactionevent, a “Reorganization Merger Event”), then from and after the effective date of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indentureindenture if such supplemental indenture is then required to so comply) providing that at and after the effective time of such Merger Event, each Outstanding Note will, without the Reorganization Event each Security shall be consent of Holders of the Notes, become convertible into, in accordance with respect to each $1,000 in principal amount of such Security, this Supplemental Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares consideration the holders of Common Stock equal to the Conversion Rate immediately prior to received in such Reorganization Event would have owned reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or been entitled to receive upon other disposition (such Reorganization Event (consideration, the “Reference Property”). For purposes of If the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that transaction causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will become convertible will be deemed to be the weighted average of the types kind and amounts amount of consideration elected to be received by the holders a majority of shares of Common Stock that affirmatively make which voted for such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition election (if electing between two types of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer consideration) or a plurality of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder shares of Common Stock includes cash, securities or other property which voted for such an election (if electing between more than two types of a Person other than the successor or purchasing Personconsideration), as the case may be, . The Company shall not become a party to any such Merger Event unless its terms are consistent with this Section 10.06 in such Reorganization Event, then all material respects. (b) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Note Register, within 20 days after execution thereof. Failure to deliver such notice shall also be executed by not affect the legality or validity of such successor or purchasing Personsupplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, as the case may bechanges, consolidations, mergers, combinations, sales and conveyances. If this Section 10.06 applies to any Merger Event, Section 10.04 shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.not apply. Section 10.07

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combinationcombination to which Section 12.2(c) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereofapplies), or (ii) any statutory consolidation, merger, binding share exchange, consolidation exchange or merger involving combination of the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof)with another Person, or (iii) any sale, lease sale or other transfer in one transaction or a series of transactions conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to any other Person in each case as a result of which the holders of Common Stock will shall be converted into entitled to receive cash, securities or other property (with respect to or any combination thereof) (any in exchange for such event or transaction, a “Reorganization Event”)Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect into : (i) cash up to each $1,000 in the aggregate principal amount of such Security, the kind thereof; and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofii) that a holder of a number of shares in lieu of Common Stock equal to otherwise deliverable, the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (the “Reference Property”), subject to our right to deliver cash in lieu of all or a portion of the Reference Property in accordance with applicable procedures set forth in Section 12.1 . For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that causes the cause Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 XII and Article 8 XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, and in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Common Stock Change Event”), then then, at the effective time of the Common Stock Change Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Common Stock Change Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Common Stock Change Event. For purposes However, at and after the effective time of such Common Stock Change Event, (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes, (ii)(x) any amount payable in cash upon conversion of the foregoing, Notes will continue to be payable in cash and (y) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes will instead be deliverable in the amount and type and amount of consideration Reference Property that a holder of that number of shares of Common Stock would have been entitled received in such Common Stock Change Event and (c) the Daily VWAP shall be calculated based on the value of a unit of Reference Property and the definitions of Trading Day and Market Disruption Event shall be determined by reference to receive in the case components of any a Unit of Reference Property. If such Reorganization Common Stock Change Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide If the holders of Common Stock receive only cash in a Common Stock Change Event, then for provisions and adjustments which all conversions that occur after the effective date of such Common Stock Change Event, (i) the consideration due upon conversion of each Note shall be as nearly equivalent solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be practicable to the provisions and adjustments provided for increased in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith connection with Section 7.07) multiplied by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder price paid per share of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then Common Stock Change Event and (ii) the Company will satisfy its Conversion Obligation by paying cash to converting holders on the second Business Day immediately following the Conversion Date. The Company shall notify Holders of the Notes and the Trustee in writing of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Common Stock Change Event unless its terms are consistent with the foregoing. The Company shall cause notice of the execution of such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, and in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Common Stock Change Event”), then then, at the effective time of the Common Stock Change Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Common Stock Change Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of ) upon such Common Stock would have been entitled to receive in the case of any Change Event. If such Reorganization Common Stock Change Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to notify Holders of the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 Notes and the definition Trustee in writing of Fundamental Change, such weighted average as appropriate, soon as determined in good faith by practicable after such determination is made. The Company shall not become a party to any Common Stock Change Event unless its terms are consistent with the foregoing. The Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of Common Stock the Ordinary Shares (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case as a result of which the Common Stock Ordinary Shares would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event: the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each right to convert a Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, into a the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder Holder of a number of shares of Common Stock Ordinary Shares equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration ) upon such Merger Event; provided that a holder of Common Stock would have been entitled to receive any increase in the case of any Conversion Rate pursuant to Section 7.07 shall no longer be in effect with respect to the event constituting such Reorganization Fundamental Change after the related Fundamental Change Purchase Date. If such Merger Event that causes the Common Stock Ordinary Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Securities will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders Holders of Common Stock the Ordinary Shares that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests of the Holders register of the Securities as maintained by the Board Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of Directors such supplemental indenture. The above provisions of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than a subdivision or combination); (ii) any consolidation, merger or combination involving the Company; (iii) any sale, lease or other transfer to another Person of all or substantially all of the Company’s property and assets; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, securities or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Note shall be convertible into, with respect to each $1,000 in principal amount of such SecurityNote, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the holders of Common Stock. If the holders of Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased as described in Section 5.04), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company will satisfy its conversion obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. The Company will notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as practicable after such determination is made. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, V and in Article 10 IV of this Supplemental Indenture and Article 8 and in the definition of “Fundamental Change” herein, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and bindingconclusive), to make such provisions apply to such other Person if different from the original issuer of the SecuritiesNotes. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities Notes as the Company’s Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall not become a party to any transaction unless its terms are consistent with the foregoing. In connection with any adjustment to the Conversion Rate as described in this clause Section 5.03(e), the Company also will adjust the Initial Dividend Threshold based on the number of shares of Common Stock comprising the Reference Property and (if applicable) the value of any non-stock consideration comprising the Reference Property. If the Reference Property is comprised solely of non-stock consideration, the Initial Dividend Threshold will be zero.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If the Company is a party to any reclassification of the following events occur: (i) any recapitalization, reclassification or change of Common Stock Shares (other than changes resulting from a subdivision or combination) as or a result of which the Common Stock would be converted intoconsolidation, or exchanged foramalgamation, stockmerger, other securities, or other property or assets (or any combination thereof), or (ii) any statutory binding share exchange, consolidation statutory arrangement, sale or merger conveyance of all or substantially all of the Company's consolidated assets to another person or entity or other similar combination involving the Company Company, in each case pursuant to which the Common Stock will be Shares are converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”)property, then at the effective time of such transaction the Company or the successor or purchasing Personperson, as the case may be, shall execute with the Trustee and the Co-Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security Securities shall be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofother than Ineligible Consideration (as defined below)) that receivable upon such transaction by a holder of a number of shares of Common Stock equal to the Conversion Rate Holder had such Holder converted its Securities immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event transaction solely for Common Shares (the “"Reference Property”"). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Event that transaction causes the Common Stock Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Securities will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock Shares that affirmatively make such an election. If Holders would otherwise be entitled to receive, upon conversion of the Securities, any property (including cash) or securities that would not constitute "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year (referred to herein as "Ineligible Consideration"), such Holders shall not be entitled to receive such Ineligible Consideration but the Company or the successor or acquirer, as the case may be, shall have the right (at the sole option of the Company or the successor or acquirer, as the case may be) to deliver either such Ineligible Consideration or "prescribed securities" for the purposes of clause 212(1)(b)(vii)(E) of the Income Tax Act (Canada) as it applied to the 2007 taxation year with a market value (as conclusively determined by the Company's Board of Directors) equal to the market value of such Ineligible Consideration. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the SecuritiesXIII. If, in the case of any Reorganization Eventsuch reclassification, consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance or other similar combination, the cash, securities or other property receivable thereupon by a holder of Common Stock Shares includes cash, securities or other property of a Person corporation other than the successor or purchasing Personcorporation, as the case may be, in such Reorganization Eventtransaction, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The Company shall give notice to the Holders at least 30 days prior to the effective date of any transaction set forth in this Section 13.06 in writing and by release to a business newswire stating the consideration into which the Securities will be convertible after the effective date of such transaction. After such notice, the Company or the successor or acquirer, as the case may be, may not change the consideration to be delivered upon conversion of the Security except in accordance with any other provision of this Indenture. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Security Register maintained by the Security Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 13.06 shall similarly apply to successive reclassifications, consolidations, amalgamations, mergers, binding share exchanges, statutory arrangements, sales or conveyances or other similar combinations. If this Section 13.06 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combinationcombination to which Section 12.2(c) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereofapplies), or (ii) any statutory consolidation, merger, binding share exchange, consolidation exchange or merger involving combination of the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof)with another Person, or (iii) any sale, lease sale or other transfer in one transaction or a series of transactions conveyance of all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to any other Person in each case as a result of which the holders of Common Stock will shall be converted into entitled to receive cash, securities or other property (with respect to or any combination thereof) (any in exchange for such event or transaction, a “Reorganization Event”)Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect into : (i) cash up to each $1,000 in the aggregate principal amount of such Security, the kind thereof; and amount of shares of stock, other securities or other property or assets (including cash or any combination thereofii) that a holder of a number of shares in lieu of Common Stock equal to otherwise deliverable, the Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon such Reorganization Event same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (the “Reference Property”), subject to our right to deliver cash in lieu of all or a portion of the Reference Property in accordance with applicable procedures set forth in Section 12.1. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that causes the cause Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 XII and Article 8 XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), Conversion Rate pursuant to make such provisions Section 7.04 do not apply to such other Person if different from distributions to the original issuer extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. The Company shall cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within 20 days after execution thereof. Failure to deliver such notice shall also be executed by not affect the legality or validity of such successor supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or purchasing Personoccurrence, as the case may be, and Section 7.04 shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. In the case of (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (b) any consolidation, merger or combination involving the Company, (c) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Company and its Subsidiaries, or (d) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at right to convert the date Principal Amount of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. For the avoidance of doubt, adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), Conversion Rate pursuant to make such provisions Section 7.04 do not apply to such other Person if different from distributions to the original issuer extent that the right to convert the Notes has been changed into the right to convert into, or exchange for, Reference Property. The Company shall cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the Register, within twenty (20) days after execution thereof. Failure to deliver such notice shall also be executed by not affect the legality or validity of such successor supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or purchasing Personoccurrence, as the case may be, and Section 7.04 shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoingnot apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer notify Holders of the SecuritiesNotes of such weighted average as soon as practicable after such determination is made. If, in The Company shall not become a party to any Merger Event unless its terms are consistent with the case foregoing. The Company shall cause notice of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder execution of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combinationcombination to which Section 12.02(c) applies), (ii) any consolidation, merger or combination of the Company with another Person as a result of which the holders of Common Stock would shall be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant entitled to which the Common Stock will be converted into receive cash, securities or other property (or any combination thereof)) with respect to or in exchange for such Common Stock, or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a wholeor any statutory share exchange, to any other Person as a result of which the holders of Common Stock will shall be converted into entitled to receive cash, securities or other property or assets (or any combination thereof) with respect to or in exchange for such Common Stock (any such event or transaction, a “Reorganization Event”"REORGANIZATION EVENT"), then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indentureindenture and with the provisions of Article 9 herein) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect to each $1,000 in principal amount of such Security, into the kind and amount of shares of or stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the applicable Conversion Rate immediately prior to such Reorganization Event would have owned or been entitled to receive upon (the "REFERENCE PROPERTY") in such Reorganization Event (the “Reference Property”)Event. For purposes of the foregoing, the type form and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types forms and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 1112, Article 10 11 and Article 8 9 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors of the Company shall reasonably consider necessary by reason of the foregoing.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 14.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture The Company shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to notify Holders of the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 Notes and the definition Trustee of Fundamental Change, such weighted average as appropriate, soon as determined in good faith by practicable after such determination is made. The Company shall not become a party to any Merger Event unless its terms are consistent with the foregoing. The Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer cause notice of the Securities. If, in the case execution of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 7.05 applies to any event or occurrence, Section 7.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the case of the following events occur: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (including cash or any combination thereof) (any such event or transactionevent, a “Reorganization Merger Event”), then then, at the effective time of the Merger Event, the Company or the successor or purchasing Personcompany, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 13.01 providing for the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that at the effective time of the Reorganization Event each Security shall be convertible into, with respect right to convert each $1,000 in principal amount Principal Amount of such Security, Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Reorganization Merger Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”)) upon such Merger Event. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any If such Reorganization Merger Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder shareholder election) ), the Reference Property into which the Notes will be convertible will be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11, Article 10 and Article 8 and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company election or (which determination shall be conclusive and binding), to make such provisions apply to such other Person ii) if different from the original issuer of the Securities. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder no holders of Common Stock includes cashaffirmatively make such an election, securities or other property the types and amounts of consideration actually received by holders of Common Stock. The Company shall notify Holders of the Notes of such weighted average as soon as practicable after such determination is made. The Company shall not become a Person other than party to any Merger Event unless its terms are consistent with the successor or purchasing Person, as foregoing. The Company shall cause notice of the case may be, in such Reorganization Event, then execution of such supplemental indenture shall also to be executed by mailed to each Holder, at the address of such successor or purchasing Person, Holder as it appears on the case may be, and shall contain such additional provisions to protect the interests register of the Holders Notes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Securities as the Board such supplemental indenture. The above provisions of Directors of the Company this Section shall reasonably consider necessary by reason of the foregoingsimilarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances. If this Section 6.06 applies to any event or occurrence, Section 6.05 shall not apply.