Common use of The Underlying Securities Clause in Contracts

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible, at the option of the holder thereof, into cash, or upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), cash or a combination of cash and shares of the Underlying Securities in accordance with the terms of the Securities; the maximum number of shares of Underlying Securities issuable upon conversion of the Securities pursuant to the terms thereof (including the maximum number of shares of Underlying Securities that may be issued upon conversion of the Securities in connection with a make-whole fundamental change, assuming the Company elects to issue and deliver solely shares of Underlying Securities in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Securities) (the “Maximum Number of Underlying Securities”), upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), will have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible, at the option of the holder thereof, convertible into cash, or upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), cash Underlying Securities or a combination of cash and shares of the Underlying Securities thereof in accordance with the terms of the SecuritiesSecurities and the Indenture; the maximum number of shares of Underlying Securities initially issuable upon conversion of the Securities pursuant to the terms thereof (including the maximum number of shares of Underlying Securities that may be issued upon conversion any conversions of the Securities in connection with a makeany “Make-whole fundamental changeWhole Fundamental Change” (as such term is defined in the Indenture), assuming the Company elects to issue and deliver solely shares of Underlying Securities Common Shares in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Securities) all such conversions (the “Maximum Number of Underlying Securities”), upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), will have ) has been duly authorized and reserved for issuance upon the conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, such Maximum Number of Underlying Securities will be validly issued, fully paid and non non-assessable, and the issuance of the such Maximum Number of Underlying Securities will not be subject to any preemptive or similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible, convertible at the option of the holder thereofthereof into cash and, into cashif applicable, or upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), cash or a combination of cash and shares of the Underlying Securities in accordance with the terms of the SecuritiesSecurities and the Indenture; the initial maximum number of shares of Underlying Securities issuable upon conversion of the Securities pursuant to (assuming, for these purposes, that conversions of the terms thereof (including Securities are settled solely in shares of Common Stock at the initial conversion rate of the Securities plus the initial maximum number of shares of Underlying Securities that may be issued upon added to such initial conversion of the Securities rate in connection with a makeMake-whole fundamental change, assuming Whole Fundamental Change (as such term is defined in the Company elects to issue and deliver solely shares of Underlying Securities in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the SecuritiesIndenture)) (such aggregate maximum number of shares, the “Maximum Number of Underlying Securities”), upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), will ) have been duly authorized and and, upon issuance of the Securities, will be reserved and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, will be validly issued, fully paid and non non-assessable, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities Notes will be convertible, convertible at the option of the holder thereof, holders thereof into cash up to the aggregate principal amount of such Notes and cash, or upon receipt shares of the “stockholder approval” (as defined in the Preliminary Prospectus), cash Common Stock or a combination of cash and shares of Common Stock, at the Underlying Securities in accordance with the terms of the Securities; the maximum number of shares of Underlying Securities issuable upon conversion of the Securities pursuant to the terms thereof (including the maximum number of shares of Underlying Securities that may be issued upon conversion of the Securities in connection with a make-whole fundamental changeCompany’s election, assuming the Company elects to issue and deliver solely shares of Underlying Securities in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of such Notes being converted, in accordance with the Securitiesterms of the Securities and the Indenture. A number of Underlying Securities equal to the product of (x) the number of Notes (assuming the Initial Purchasers exercise their option to purchase the Option Notes in full) and (y) the Conversion Rate (as such term is defined in the Indenture) (assuming the maximum increase to the Conversion Rate (as such term is defined in the Indenture) in connection with a Make-Whole Fundamental Change (as such term is defined in the Indenture) or Notice of Sale Price Redemption (as such term is defined in the Indenture)) (the “Maximum Number of Underlying Securities”), upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), will ) have been duly authorized and reserved for issuance upon conversion of the Notes and, when issued upon conversion of the Securities Notes in accordance with the terms of the Securities, will be validly issued, fully paid and non non-assessable, and the issuance of the any Underlying Securities will not be subject to any preemptive pre-emptive or similar rights.

The Underlying Securities. Upon issuance and delivery of the Securities Holder New Notes in accordance with this Agreement and the Indenture, the Securities Holder New Notes will be convertible, at the option of the holder thereof, convertible into cash, or upon receipt common shares, without par value, of the Company (the “stockholder approval” (as defined in the Preliminary ProspectusCommon Shares”), cash or a combination of cash and shares Common Shares (all such Common Shares issuable upon conversion of the New Notes, the “Underlying Securities Securities”) in accordance with the terms of the SecuritiesNew Notes and the Indenture; the maximum number of shares of Underlying Securities initially issuable upon conversion of the Securities pursuant to the terms thereof New Notes (including the maximum number of shares of Underlying Securities that may be issued upon conversion any conversions of the Securities New Notes in connection with a makeany “Make-whole fundamental changeWhole Fundamental Change” (as such term is defined in the Indenture), assuming the Company elects to issue and deliver solely shares of Underlying Securities Common Shares in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Securities) all such conversions (the “Maximum Number of Underlying Securities”), upon receipt of the “stockholder approval” (as defined in the Preliminary Prospectus), will have ) has been duly authorized and reserved for issuance upon the conversion of the New Notes and, when issued upon conversion of the Securities New Notes in accordance with the terms of the SecuritiesNew Notes and the Indenture, such Maximum Number of Underlying Securities will be validly issued, fully paid and non non-assessable, and the issuance of the such Maximum Number of Underlying Securities will not be subject to any preemptive or similar rights.