Common use of Adjustments Not Yet Effective Clause in Contracts

Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Indenture or the Notes, if: (i) a Note is to be Converted and Physical Settlement or Combination Settlement applies to such Conversion; (ii) the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 5.05(A) has occurred on or before the Conversion Date for such Conversion (in the case of Physical Settlement) or on or before any VWAP Trading Day in the Observation Period for such Conversion (in the case of Combination Settlement), but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable; (iii) the Conversion Consideration due upon such Conversion includes any whole shares of Common Stock (in the case of Physical Settlement) or due in respect of such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement); and (iv) such shares are not entitled to participate in such event (because they were not held on the related record date or otherwise), then, solely for purposes of such Conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement) and, for the avoidance of doubt, such shares will not be entitled to participate in such event. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such Conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such Conversion until the second (2nd) Business Day after such first date.

Adjustments Not Yet Effective. Notwithstanding anything If, in the case of any conversion of a Note to which Combination Settlement applies, on any VWAP Trading Day during the Observation Period corresponding to the contrary in this Indenture or Conversion Date for such Note, shares of Common Stock are deliverable as part of the NotesDaily Settlement Amount for such VWAP Trading Day, if:and (i) a Note is to be Converted and Physical Settlement or Combination Settlement applies to such Conversion; (ii) the record datedate for any issuance, dividend or distribution, the effective date or Expiration Time for any event that requires share split or combination or the Expiration Date for any tender or exchange offer by the Company or its Subsidiaries that, in each case, would require an adjustment to the Conversion Rate pursuant to any of Section 5.05(A) has occurred on or before the Conversion Date for such Conversion 11.05(a), (in the case of Physical Settlementb), (c), (d) or on or before any VWAP Trading Day in the Observation Period for such Conversion (in the case of Combination Settlement), but an adjustment e) occurs prior to the Company’s delivery of such shares of Common Stock to the converting Holder; (ii) the applicable Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;Day will not reflect such adjustment; and (iii) the Conversion Consideration due upon such Conversion includes any whole shares of Common Stock (in that the case of Physical Settlement) or due in Company shall deliver to the converting Holder with respect of to such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement); and (iv) such shares are not entitled to participate in such the relevant event (because they such shares were not held by such Holder on the related record date date, effective date, Expiration Date or otherwise), then, solely for purposes of such Conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date (in the case of Physical Settlement) or such VWAP Trading Day (in the case of Combination Settlement) and, for the avoidance of doubt, such shares will not be entitled to participate in such event. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such Conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay (i) in the settlement case of any such issuance, dividend or distribution, deliver to the Holder of such Conversion until Note, on the second date on which such issuance, dividend or distribution is paid or made, the consideration that a Holder of a number of shares equal to the number of shares included in the Daily Settlement Amount for such VWAP Trading Day would be entitled to receive in respect of such issuance, dividend or distribution or (2ndii) Business in the case of any such share split or combination, tender offer or exchange offer, adjust the number of shares that the Company delivers to such Holder as part of the Daily Settlement Amount for such VWAP Trading Day after such first datein a manner that appropriately (as determined by the Company in consultation with a nationally recognized independent investment banking firm, which may be one of the Initial Purchasers, retained for this purpose) reflects the relevant transaction or event.

Adjustments Not Yet Effective. Notwithstanding anything If, in the case of any conversion of a Note to which Combination Settlement applies, on any VWAP Trading Day during the Observation Period corresponding to the contrary in this Indenture or Conversion Date for such Note, shares of Common Stock are deliverable as part of the NotesDaily Settlement Amount for such VWAP Trading Day, if:and (i) a Note is to be Converted and Physical Settlement or Combination Settlement applies to such Conversion; (ii) the record datedate for any issuance, dividend or distribution, the effective date or Expiration Time for any event that requires share split or combination or the Expiration Date for any tender or exchange offer by the Parent Guarantor or its Subsidiaries that, in each case, would require an adjustment to the Conversion Rate pursuant to any of Section 5.05(A) has occurred on or before the Conversion Date for such Conversion 11.05(a), (in the case of Physical Settlementb), (c), (d) or on or before any VWAP Trading Day in the Observation Period for such Conversion (in the case of Combination Settlement), but an adjustment e) occurs prior to the Parent Guarantor’s delivery of such shares of Common Stock to the converting Holder; (ii) the applicable Conversion Rate for such event has not yet become effective as of such Conversion Date or VWAP Trading Day, as applicable;Day will not reflect such adjustment; and (iii) the Conversion Consideration due upon such Conversion includes any whole shares of Common Stock (in that the case of Physical Settlement) or due in Parent Guarantor shall deliver to the converting Holder with respect of to such VWAP Trading Day includes any whole or fractional shares of Common Stock (in the case of Combination Settlement); and (iv) such shares are not entitled to participate in such the relevant event (because they such shares were not held by such Holder on the related record date date, effective date, Expiration Date or otherwise), then, solely for purposes of such Conversion, then the Company will, without duplication, give effect to such adjustment on such Conversion Date Parent Guarantor will (i) in the case of Physical Settlement) any such issuance, dividend or distribution, deliver to the Holder of such Note, on the date on which such issuance, dividend or distribution is paid or made, the consideration that a Holder of a number of shares equal to the number of shares included in the Daily Settlement Amount for such VWAP Trading Day would be entitled to receive in respect of such issuance, dividend or distribution or (ii) in the case of Combination Settlementany such share split or combination, tender offer or exchange offer, adjust the number of shares that the Parent Guarantor delivers to such Holder as part of the Daily Settlement Amount for such VWAP Trading Day in a manner that appropriately (as determined by the Parent Guarantor in consultation with a nationally recognized independent investment banking firm, which may be one of the Initial Purchasers, retained for this purpose) and, for reflects the avoidance of doubt, such shares will not be entitled to participate in such relevant transaction or event. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such Conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such Conversion until the second (2nd) Business Day after such first date.