Common use of Company Conversion Option Clause in Contracts

Company Conversion Option. (a) The Company may elect at its option to cause all or any portion of the Notes to be mandatorily converted in whole or in part (the “Company Conversion Option”) at any time prior to the close of business on the Business Day immediately preceding the Maturity Date, if the Last Reported Sale Price of the Common Stock equals or exceeds 120% of the Conversion Price then in effect for at least 10 Trading Days in any 20 Trading Day period (any such period, a “Mandatory Conversion Trigger Period”), ending within five Business Days prior to the Mandatory Conversion Notice Date. For the avoidance of doubt, the Company may exercise its right to cause more than one Company Conversion Option during the term of the Indenture so long as it complies with the other requirements of this Section 14.03. (b) Notwithstanding the foregoing, the Company may only exercise the Company Conversion Option pursuant to Section 14.03(a) if, as evidenced by an Officer’s Certificate, each of the Equity Conditions are satisfied on each day during the Equity Conditions Measuring Period. (c) In order to exercise the Company Conversion Option pursuant to Section 14.03(a), the Company or, at the written request and expense of the Company, the Trustee on behalf of the Company, shall deliver to each Holder a notice (a “Mandatory Conversion Notice”) of exercise of the Company Conversion Option within five Business Days after the end of the applicable Mandatory Conversion Trigger Period (the date such Mandatory Conversion Notice is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”). The Company will select the date on which the Notes will be converted pursuant to the Company Conversion Option, which shall be not more than 30 Trading Days but not less than 3 Trading Days after the Mandatory Conversion Notice Date (such date, the “Mandatory Conversion Date”). The Company shall also deliver a copy of such Mandatory Conversion Notice to the Trustee concurrently with the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Company. If such Mandatory Conversion Notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conversion Notice.

Company Conversion Option. (a) The Company may elect at its option On or after December 1, 2021 to cause all or any portion of the Notes to be mandatorily converted in whole or in part (the “Company Conversion Option”) at any time prior to the close of business on the Business Day immediately preceding the Maturity DateDecember 1, 2022, if the Last Reported Sale Price VWAP of the Common Stock equals has equaled or exceeds 120exceeded 150% of the Conversion Price then in effect for at least 10 20 Trading Days (whether or not consecutive) in any 20 30 Trading Day period (any including the last Trading Day of such period) ending on and including the Trading Day immediately preceding the date on which the Company delivers a Company Conversion Notice (a “Company Early Conversion Trigger Event”), the Company may, at its option, elect to convert the Original Principal Amount of the Notes in whole but not in part (the “Early Company Conversion”) into shares of Common Stock determined in accordance with Section 14.02(a) hereof by sending (or instructing the Trustee to send) a Company Conversion Notice (such notice, a “Mandatory Conversion Trigger PeriodNotice of Early Company Conversion”) to each Holder in accordance with Section 14.13(c), ending within five Business Days prior to the Mandatory Conversion Notice Date. For the avoidance of doubt, the Company may exercise its right to cause more than one Company Conversion Option during the term of the Indenture so long as it complies with the other requirements of this Section 14.03. (b) Notwithstanding On or after December 1, 2022, if the foregoingVWAP of the Common Stock has equaled or exceeded 130% of the Conversion Price then in effect for at least 20 Trading Days (whether or not consecutive) in any 30 Trading Day period (including the last Trading Day of such period) ending on and including the Trading Day immediately preceding the date on which the Company delivers a Company Conversion Notice (a “Company Conversion Trigger Event”), the Company may only may, at its option, elect to convert the Original Principal Amount of the Notes in whole but not in part (the “Company Conversion” and, together with the “Company Early Conversion,” the “Company Conversion Option”) into shares of Common Stock determined in accordance with Section 14.02(a) hereof by sending (or instructing the Trustee to send) a Company Conversion Notice (such notice, a “Notice of Company Conversion”) to each Holder in accordance with Section 14.13(c). (c) If the Company elects to exercise the a Company Conversion Option pursuant to Section 14.03(a5.10(a) if, as evidenced by an Officer’s Certificate, each of the Equity Conditions are satisfied on each day during the Equity Conditions Measuring Period. or (c) In order to exercise the Company Conversion Option pursuant to Section 14.03(ab), the Company or, at the Company’s written request and expense of given to the CompanyTrustee at least three days before such notice is to be sent (or such shorter period acceptable to the Trustee), the Trustee on behalf of the Company, shall deliver to each Holder (with a copy to the Trustee and the Conversion Agent) a notice (a “Mandatory Company Conversion Notice”) of exercise of the Company Conversion Option within five Business Days after the end of the applicable Mandatory Conversion Trigger Period (the date such Mandatory Conversion Notice is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”)Option. The Company will select the date on which the Notes will be converted pursuant to the Company Conversion OptionOption (the “Company Conversion Date”), which shall will be not no more than 30 five Trading Days but not nor less than 3 two Trading Days after the Mandatory date of the Company Conversion Notice Date (such date, the “Mandatory Company Conversion Notice Date”); provided that, the Company’s right to exercise the Company Conversion Option shall be suspended during the period beginning on the date of the Fundamental Change Repurchase Notice and continuing to, and including, the applicable Fundamental Change Repurchase Date. The Company shall also deliver take any action that may be necessary so that shares of Common Stock issued pursuant to a Company Conversion Option shall be freely tradeable under any applicable federal and state securities laws (other than with respect to any shares of Common Stock held by the Company’s affiliates). Each Company Conversion Notice shall state: (i) the Company Conversion Date; (ii) the CUSIP or similar number or numbers of the Notes being converted, and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; (iii) that on and after the Company Conversion Date, interest on the Notes to be converted will cease to accrue and the Notes will cease to be outstanding; (iv) the name and address of each Paying Agent and Conversion Agent and the place or places where such Notes are to be surrendered; (v) that the Notes subject to the Company Conversion Option may still be voluntarily converted pursuant to Section 14.01 on or prior to the close of Business on the Business Day immediately preceding the Company Conversion Date; and (vi) the Conversion Rate then in effect. (d) Each Holder of a Note, by the Holder’s acceptance thereof, agrees to take the following actions prior to the Company Conversion Date if deemed necessary by the Company or, in the case of Notes represented by global notes, if required by DTC or any successor Depositary: (i) surrendering the converted Note to the Conversion Agent, (ii) if the Holder requests any such shares of Common Stock to be issued in a name other than the Holder’s name, furnishing appropriate endorsements and transfer documents if required by the Registrar or the Conversion Agent, (iii) if the Note is held in book-entry form, completing and delivering to the Depositary appropriate instructions pursuant to the Depositary’s book-entry conversion programs, (iv) if the Holder requests any such shares of Common Stock to be issued in a name other than the Holder’s paying the funds, if any, required by Section 2.04 and, if required, all taxes or duties, if any, and (v) any other action necessary to effectuate the Company Conversion Option as may be required by DTC or any successor Depositary. In the event that a Holder does not take any of the actions set forth in the immediately preceding sentence prior to the Company Conversion Date, each Holder of a Note, by the Holder’s acceptance thereof, authorizes and directs the Company to take any action on the Holder’s behalf to effect the Company Conversion Option, including, if applicable, by initiating any process authorized by the Depositary or otherwise in accordance with the applicable procedures of the Depositary, and appoints the Company such Holder’s attorney-in-fact for any and all such purposes. Such appointment as attorney-in-fact is coupled with an interest and is irrevocable so long as any Note is Outstanding. (e) Subject to Section 13.01(b), upon conversion pursuant to a Company Conversion Option, interest on the Notes or portion of Notes so converted shall cease to accrue and such Notes shall cease to be outstanding and cease to be entitled to any benefit under the Indenture, and the Holders thereof shall have no right in respect of such Notes except the shares of Common Stock to which they are entitled pursuant to Section 14.02(a) and this Section 14.13, with a copy of such Mandatory Conversion Notice to the Trustee concurrently with and the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Company. If such Mandatory Conversion Notice is to be given by Agent (if other than the Trustee, the Company shall prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conversion Notice).

Company Conversion Option. (a1) The Company may elect at its On or after November 16, 2009, the Trust shall have the option to cause all or any portion of the Notes outstanding shares of Series C Preferred Shares to be mandatorily converted automatically convened into that number of shares of Common Stock that are issuable at the Conversion Rate (as adjusted) (“Company Conversion Option”). The Trust may exercise the Company Conversion Option only if the Closing Sale Price equals or exceeds 125% of the Conversion Price of the Series C Preferred Shares for at least twenty (20) Trading Days in whole a period of thirty (30) consecutive Trading Days (including the last Trading Day of such period), ending on the Trading Day prior to the Trust’s issuance of a press release announcing the Company Conversion Option in accordance with this Section (d). (2) To exercise the Company Conversion Option right set forth in this Section (d)(6)(b), the Trust must issue a press release for publication on the Dow J▇▇▇▇ & Company, Inc. Business Wire or Bloomberg Business News (or, if such organizations are not in part existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) prior to the opening of business on the first Trading Day following any date on which the conditions set forth in Section (d)(6)(b)(1) of this Article SIXTH shall have been satisfied, announcing such a Company Conversion Option. The Trust shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the holders of the Series C Preferred Shares (“Notice”) (not more than four (4) Trading Days after the date of the press release) of the Company Conversion Option announcing the Trust’s intention to exercise the Company Conversion Option. The Trust shall select a conversion date (the “Company Conversion OptionOption Date”), which date shall be no more than five (5) days after the date on which the Trust issues such press release. In addition to any information required by applicable law or regulation, the press release and Notice of a Company Conversion Option shall state, as appropriate: (i) the Company Conversion Option Date; (ii) the number of shares of Common Stock to be issued upon conversion of each Series C Preferred Share; (iii) the number of Series C Preferred Shares to be converted; and (iv) that dividends on the Series C Preferred Shares to be converted will cease to accrue on the Company Conversion Option Date. (3) In addition to the Company Conversion Option Right set forth in this Section (d)(6)(b), if there are fewer than 25,000 shares of Series C Preferred Shares outstanding, the Trust shall have the option, at any time on or after November 16, 2009, to cause all of the outstanding shares of the Series C Preferred Shares to be automatically converted into that number of shares of Common Stock equal to $50.00 (the liquidation preference per share of Series C Preferred Shares) divided by the lesser of (i) the then prevailing Conversion Price and (ii) the Current Market Price for the five Trading Day period ending on the second Trading Day immediately prior to the Company Conversion Option Date. The provisions of Section (d)(6)(b) shall apply to the Company Conversion Option Right set forth in this Section (d)(6)(b)(3), provided, however, that (1) the Company Conversion Option Date shall not be less than 15 days nor more than 30 days after the date on which the Trust issues a press release announcing such Company Conversion Option and (2) the press release and notice of Company Conversion Option shall not state the number of shares of Common Stock to be issued upon conversion of each share of Series C Preferred Shares. (4) Subject to the terms of Section (d)(6)(b)(8) of this Article SIXTH, upon exercise of the Company Conversion Option and surrender of the Series C Preferred Shares by a holder thereof, the Trust shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order (a) certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which a holder of the Series C Preferred Shares being converted, or a holder’s transferee, will be entitled and (b) any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section (d)(6)(a)(2). (5) Each conversion shall be deemed to have been made at the close of business on the Business Company Conversion Option Date so that the rights of the holder thereof as to the Series C Preferred Shares being converted will cease except for the right to receive the Conversion Value, and, if applicable, the person entitled to receive shares of Common Stock will be treated for all purposes as having become the record holder of those shares of Common Stock at that time. (6) In lieu of the foregoing procedures, if the Series C Preferred Shares are held in global form, each holder of beneficial interest in Series C Preferred Shares must comply with the procedures of The Depository Trust Company (“DTC”) to convert such holder’s beneficial interest in respect of the Series C Preferred Shares evidenced by a global share of the Series C Preferred Shares. (7) In case any Series C Preferred Shares are to be converted pursuant to this Section (d)(6)(b), such holder’s right to voluntarily convert its Series C Preferred Shares shall terminate at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price of the Common Stock equals or exceeds 120% of the Conversion Price then in effect for at least 10 Trading Days in any 20 Trading Day period (any such period, a “Mandatory Conversion Trigger Period”), ending within five Business Days prior to the Mandatory Conversion Notice Date. For the avoidance of doubt, the Company may exercise its right to cause more than one Company Conversion Option during the term of the Indenture so long as it complies with the other requirements of this Section 14.03Date. (b) 8) Notwithstanding any other provision contained herein, in connection with the foregoing, the Company may only exercise the Company Conversion Option pursuant to Section 14.03(a) if, as evidenced by an OfficerTrust’s Certificate, each of the Equity Conditions are satisfied on each day during the Equity Conditions Measuring Period. (c) In order election to exercise the Company Conversion Option pursuant to under this Section 14.03(a(d)(6)(b), the Company or, at Trust shall have the written request and expense of the Company, the Trustee on behalf of the Company, shall right to elect to deliver to each Holder holders of shares of Series C Preferred Shares in lieu of shares of Common Stock, an equivalent amount of’ cash or a notice combination of cash and shares of Common Stock generally in accordance with Section (a “Mandatory Conversion Notice”d)(6)(d) of exercise of the Company this Article SIXTH without reference to those provisions applicable solely to a Conversion Option within five Business Days after the end of the applicable Mandatory Conversion Trigger Period Right, including, without limitation, Sections (the date such Mandatory Conversion Notice is sent to the Holders in the manner herein provided, the “Mandatory Conversion Notice Date”d)(6)(d)(4)(ii) and (d)(6)(d)(4)(iii). The Company will select the date on which the Notes will be converted pursuant to the Company Conversion Option, which shall be not more than 30 Trading Days but not less than 3 Trading Days after the Mandatory are only applicable to a Conversion Notice Date (such date, the “Mandatory Conversion Date”). The Company shall also deliver a copy of such Mandatory Conversion Notice to the Trustee concurrently with the delivery thereof to the Holders to the extent that the Trustee does not deliver such Mandatory Conversion Notice on behalf of the Company. If such Mandatory Conversion Notice is to be given by the Trustee, the Company shall prepare and provide the form and content of such Mandatory Conversion Notice to the Trustee. The Mandatory Conversion Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not any Holder receives such Mandatory Conversion NoticeRight.