Common use of Contingent Interest Clause in Contracts

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December 15, 2010: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.40% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.

Contingent Interest. (a) Beginning with the six-month period commencing on October 1, 2020, and for each subsequent six-month period (each, a “Contingent Interest Period”) the Company will pay additional interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with of Notes if the six-month interest payment period commencing December 15, 2010: (A) during any six-month interest payment period with respect to which the average Contingent Interest Trading Price per $1,000 principal amount of the Notes for each of the 10 five Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the applicable Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.40% per annum of Period (the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the “Contingent Interest payable on each Measurement Period”) equals or exceeds $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock1,200. (b) During any Contingent Interest Period in which Contingent Interest is payable, the Contingent Interest payable per $1,000 principal amount of Notes will equal the product of (i) 0.50% per annum and (ii) the average Contingent Interest Trading Price of $1,000 principal amount of Notes during the Contingent Interest Measurement Period and will be payable in the same manner, at the same time and upon the same terms as regular interest payable on the Notes. Contingent Interest, if any, shall be payable in addition to, and not in lieu of, regular interest in respect of the Notes and any Additional Interest payable in respect of the Notes. (c) The Company shall notify Holders, the Trustee and the Paying Agent in writing as soon as practicable upon the Company’s determination that Holders will be entitled to receive Contingent Interest during any Contingent Interest Period and issue a press release containing the relevant information (and make such press release available on its website). None of the Trustee, Paying Agent or Bid Solicitation Agent shall have no obligation any duty to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides whether the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal obligated to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicablepay Contingent Interest.

Contingent Interest. (a) Contingent interest on the Securities Notes (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period Interest Payment Period commencing December 15March 1, 2010: (A) 2018, during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 five Trading Days ending on and including the third Trading Day immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to 120% of the Upside Triggerprincipal amount of Notes, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Notes for such six-month interest payment period Interest Payment Period shall be equal to 0.400.375% per annum of the such average Trading Price for the 10 during such five Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment Day reference period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) The Company shall have no obligation provide prompt written notice to determine the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of Trading Price, along with appropriate contact information for each. For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from an independent nationally recognized securities dealer when determining the Trading Price, then the Trading Price of the Securities or to request Notes on any date of determination will equal the Trustee to product of (i) the applicable Conversion Rate for the Notes and (ii) the average closing price of the Common Stock for the five Trading Days ending on that date of determination. (c) The Bid Solicitation Agent shall not determine the Trading Price of unless requested by the Securities Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Securities Notes provides the Company with reasonable evidence that the Trading Price of the Securities Notes for the five Trading Days ending on and including the third Trading Day immediately preceding the first day of such Interest Payment Period is greater than or equal to 120% of the Upside Trigger or is less than or equal to the Downside Triggerprincipal amount of Notes as set forth in Section 13.01(a), at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the average Trading Price in accordance with Section 13.01(a). The Bid Solicitation Agent’s determination of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicableshall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing December May 15, 20102021: (A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.400.65% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; (B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and (ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common StockExtraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to determine the Trading Price of the Securities or to make such a request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities Debentures provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest Interest payment period commencing December May 15, 2010:2021; (A) during any six-month interest Interest payment period with respect to which the arithmetic average of the Trading Price Prices for the 10 consecutive Trading Days immediately preceding the first day of such six-month interest Interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest Interest payment period shall be equal to 0.400.60% per annum of such average of the Trading Prices; (B) during any six-month Interest payment period with respect to which the arithmetic average of the Trading Price Prices for the 10 consecutive Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest Interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest Interest payment period shall be equal to 0.25% per annum of such average of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrices; and (ii) at any time Securities are outstandingOutstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case case, notwithstanding Section 4.04 (A) ), Contingent Interest will shall be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common StockExtraordinary Dividend. (b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. Any such determination shall be conclusive absent manifest error, except as provided herein.

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December 15August 1, 20102019: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.400.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December 15, 20102017: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.400.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside TriggerTrigger that is applicable to such period, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities and the Company had settled such conversion obligation entirely in shares of Common Stock immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock (calculated as if such Securities had been converted entirely into shares of Common Stock) and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) For purposes of this Article 4, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer as required by the definition of “Trading Price” or, in the reasonable judgment of the Company’s Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Securities. (c) The Bid Solicitation Agent shall not determine the Trading Price of the Securities unless requested by the Company to make such determination. The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.

Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing December 15June 1, 20102022: (A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.400.65% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;Price; and (B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and (ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common StockExtraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this ‎Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when obtaining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not obtain the Trading Price unless requested by the Company. The Company shall have no obligation to determine the Trading Price of the Securities or to make such a request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities Debentures provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine obtain the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent shall provide the Company with the Trading Price it obtains and the Company shall make any necessary determinations as to whether any trigger has been met. The Bid Solicitation Agent’s obtainment of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing December November 15, 20102020: (A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.400.625% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; (B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and (ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common StockExtraordinary Dividend. (b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures. (c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to determine the Trading Price of the Securities or to make such a request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities Debentures provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s determination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December October 15, 20102022: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.400.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution Extraordinary Dividend to holders of the Company’s Common Stock. (b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.

Contingent Interest. (a) Contingent interest on the Securities Notes (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December 15, 2010: (A) 2017, during any six-month interest payment period with respect to which the arithmetic average of the Trading Price Prices for each Trading Day during the period of 10 consecutive Trading Days beginning on, and including, the 12th Scheduled Trading Day, immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.40% per annum principal amount of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount Notes for such six-month interest payment period shall be equal to 0.25% per annum of such arithmetic average of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; andPrices; (ii) at any time Securities Notes are outstandingOutstanding, upon the declaration by the Company’s 's Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s 's Board of Directors designates as payable with respect to the Securities Notes (an “Extraordinary Dividend”), in which case (A) such Contingent Interest will shall be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had if such Holder converted its Securities immediately prior held a number of shares of Common Stock equal to the record date for applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. The Company shall promptly notify the Trustee and the Holders in writing upon any determination that Contingent Interest on the Notes will accrue during a six-month interest payment of the corresponding dividend or distribution to holders of period and upon any declaration by the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment 's Board of the corresponding extraordinary dividend or distribution to holders Directors of the Company’s Common Stockan Extraordinary Dividend. (b) The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes for purposes of determining whether Contingent Interest is payable on the Notes unless the Company has requested such determination in writing and the Company shall have no obligation to determine the Trading Price of the Securities Notes for purposes of determining whether Contingent Interest is payable or to request the Trustee Bid Solicitation Agent to determine the Trading Price on behalf of the Securities Company unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall determine or instruct the Trustee Bid Solicitation Agent to determine determine, as applicable, the Trading Price of the Securities Notes in the manner described in the definition of “Trading Price” in Section 1.01 beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities Notes is less than the Upside Trigger or is greater than Trigger. Neither the Downside Trigger, as applicableTrustee nor the Conversion Agent shall have any obligation to determine the Trading Price of the Notes.

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-six month interest payment period commencing December March 15, 20102014: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.400.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) For purposes of this Article 4, and notwithstanding the definition contained in Section 1.01, “Trading Price” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000 Principal Amount of Securities obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that are selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one such bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer or, in the reasonable judgment of the Company’s Board of Directors (acting through the Board of Directors or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (acting through the Board of Directors or a committee thereof) based on a good faith estimate of the fair value of the Securities. The Company shall have no obligation provide prompt written notice to determine the Trading Price of Bid Solicitation Agent identifying the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides three independent recognized securities dealers that are selected by the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal pursuant to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicablethis Section 4.02(b).

Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing December August 15, 20102014: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.400.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding extraordinary dividend or distribution to holders of the Company’s Common Stock. (b) For purposes of this Article 4, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer as required by the definition of “Trading Price” or, in the reasonable judgment of the Company’s Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Securities. (c) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.