Common use of Conversion Obligation Clause in Contracts

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to the Close of Business on the second Scheduled Trading Day immediately prior to the Stated Maturity, to convert the principal amount of any such Securities, or any portion of such principal amount which is $1,000 or a multiple thereof at the rate per $1,000 principal amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March 15, 2018, without regard to the conditions described in clauses (i) through (iv) below and (y) prior to the Close of Business on the Business Day immediately preceding March 15, 2018, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar quarter commencing after September 30, 2013 (and only during such calendar quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such failure. In connection with any conversion in accordance with this Section 7.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. After receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the Trustee. (iii) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day immediately preceding such Ex-Dividend Date or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (iv) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase its Securities pursuant to Section 6.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the effective date of such transaction or event until the earlier of (x) 35 Trading Days after the effective date of such transaction or event or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date and (y) the second Scheduled Trading Day immediately preceding the Stated Maturity. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) within one Business Day of the occurrence of such transaction or event.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to the Close of Business on the second Scheduled Trading Business Day immediately prior to the Stated Maturity, to convert the principal amount of any such Securities, or any portion of such principal amount which is $1,000 or a multiple thereof at the rate per $1,000 principal amount of such Security (the “Conversion Rate”) then in effect, (x) during the 60 calendar day period prior to the Close of Business on or after March the Business Day immediately preceding September 15, 20182041, without regard to the conditions described in clauses (i) through (ivvi) below and (y) prior to the 60 calendar day period prior to the Close of Business on the Business Day immediately preceding March September 15, 20182041, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing after September 30January 2, 2013 2010 (and only during such calendar quarter) if fiscal quarter)if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii11.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct For purposes of this Section 11.01(a)(ii), if the Bid Solicitation Agent to cannot reasonably obtain bids when requiredat 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 if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price on each Trading Day of such failureday that the Company fails to do so. In connection with any conversion in accordance with this Section 7.01(a)(ii11.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion RateRate and such Holder requests that the Company require the Bid Solicitation Agent to determine the Trading Price. After Promptly after receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If and when the Trading Price Condition has been metper $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company will notify the Holders and the Trustee. If, If at any time after the Trading Price Condition has been metanytime thereafter, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the Trustee. (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 8, at any time prior to the Close of Business on the Business Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 11.01 will expire unless the Company defaults in the payment of the Redemption Price (in which case, a Holder may convert such Securities until the Redemption Price has been paid or duly provided for). (iv) During the 60 calendar day period prior to the Close of Business on the Business Day immediately preceding September 15, 2016, a Holder may surrender its Securities for conversion even if the Securities are not otherwise convertible. (v) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of DirectorsDirectors in good faith, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either caseeach, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day immediately preceding such Ex-Dividend Date or and the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. Holders shall not have the right to convert their Securities pursuant to this Section 11.01(a)(v) if in connection with the distribution described in this Section 11.01(a)(v) that gives rise to a right to convert their Securities, such Holders are entitled to participate (as a result of holding their Securities, and at the same time as holders of Common Stock participate) in any such transaction as if such Holders held a number of shares of Common Stock equal to the applicable Conversion Rate on the Ex-Date for such distribution, multiplied by the principal amount of Securities held by such Holder divided by $1,000, without having to convert their Securities. (ivvi) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase repurchase its Securities pursuant to Section 6.019.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, or transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the effective date of such transaction or event until the earlier of (x) 35 Trading Days date which is 30 days after the effective date of such transaction or event or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date and (y) the second Scheduled Trading Day immediately preceding the Stated MaturityRepurchase Date. The Company shall notify HoldersHolders about such transaction on the effective date of such transaction. Notwithstanding the foregoing, unless otherwise convertible pursuant to this Section 11.01(a) (excluding Sections 11.01(a)(i), 11.01(a)(ii) or Section 11.01(a)(v)), Securities shall not be convertible pursuant Sections 11.01(a)(i), 11.01(a)(ii) or Section 11.01(a)(v), if, at the time a Holder of Securities tenders its Securities for conversion, there exists a default or event of default under the Credit Agreement, or a default or event of default under the Credit Agreement would result from such conversion. The inability of a Holder to convert its Securities because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under the Indenture. If the Securities would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a Holder tenders its Securities for conversion the Conversion Date with respect to the conversion of such Securities will not occur, and the Company will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If the Company’s reasonable efforts are successful and the conversion of such Securities is permitted to occur, the Trustee and Company provide notice to the relevant Holder or Holders of the Conversion Agent (if other than Date for any such conversion. If, despite the Trustee) within one Business Day Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting Holder and return such Holder’s Securities and any related Notice of Conversion will be deemed to be revoked to the occurrence extent of such transaction or eventreturned Securities.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to the Close of Business on the second third Scheduled Trading Day immediately prior to the Stated Maturity, to convert the principal amount of any such Securities, or any portion of such principal amount which is $1,000 or a multiple thereof at the rate per $1,000 principal amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March November 15, 20182039, without regard to the conditions described in clauses (i) through (ivv) below and (y) prior to the Close of Business on the Business Day immediately preceding March November 15, 20182039, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar quarter commencing after September June 30, 2013 2010 (and only during such calendar quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii9.01(a)(ii), for each Trading Day day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct For purposes of this Section 9.01(a)(ii), if the Bid Solicitation Agent to cannot reasonably obtain bids when requiredat least one bid for $2,000,000 principal amount of Securities from a nationally recognized securities dealer as required by the definition of Trading Price, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such failureRate. In connection with any conversion in accordance with this (ii)(a) 9.01 Section 7.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security at least $1,000,000 principal amount of Securities provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. After receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time anytime after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the Trustee. (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 6, at any time prior to the Close of Business on the third Scheduled Trading Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01 will expire unless the Company defaults in the payment of the Redemption Price (in which case, a Holder may convert such Securities until the Redemption Price has been paid or duly provided for). (iv) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either each case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day immediately preceding such Ex-Dividend Date or and the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (ivv) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase repurchase its Securities pursuant to Section 6.017.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, or transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or event (or, if later, the Business Day after the Company gives notice of such transaction) until the earlier of (xi) 35 Trading Days after the actual effective date of such transaction or event (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date and Repurchase Date) or (yii) if the second Scheduled Trading Day immediately preceding Company publicly announces that such transaction will not occur on substantially the Stated Maturityterms anticipated, the date on which the Company makes such announcement. The Company shall notify Holders, Holders and the Trustee and as promptly as practicable following the Conversion Agent (if other than date it publicly announces such transaction; provided that the Trustee) within one Business Day of Company shall use commercially reasonable efforts to provide such notice at least 35 Scheduled Trading Days prior to the occurrence anticipated effective date of such transaction or eventtransaction.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to at any time following the Close Issue Date of Business the Securities hereunder through the close of business on the second third Scheduled Trading Day immediately prior to the Stated Maturity, Maturity to convert the principal amount Principal Amount of any such Securities, or any portion of such principal amount Principal Amount which is $1,000 or a an integral multiple thereof at the rate per $1,000 principal amount Principal Amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March April 15, 20182042, without regard to the conditions described in clauses (i) through (ivv) below and (y) prior to the Close close of Business business on the Business Day immediately preceding March April 15, 20182042, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing after September 30, 2013 (and only during such calendar fiscal quarter) commencing after the fiscal quarter ending on December 31, 2012 if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. The Company shall notify the Trustee and the Conversion Agent in writing promptly after the Securities shall become convertible during any fiscal quarter. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii9.01(a)(ii), for each Trading Day of such Measurement Period the measurement period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct For purposes of this Section 9.01(a)(ii), if the Bid Solicitation Agent to cannot reasonably obtain bids when requiredat 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 if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, then the Trading Price per $1,000 principal amount Principal Amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the trading price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price on each Trading Day of such failureday that the Company fails to do so. In connection with any conversion in accordance with this Section 7.01(a)(ii9.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion RateRate and such Holder requests that the Company require the Bid Solicitation Agent to determine the Trading Price. After Promptly after receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time after the Trading Price Condition has been met, when the Trading Price per $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company will notify the Holders, the Trustee and the Conversion Agent (if other than the Trustee). If at any time thereafter, the Trading Price per $1,000 Principal Amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders Holders, the Trustee and the Conversion Agent (if other than the Trustee). (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 7, at any time prior to the close of business on the third Scheduled Trading Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01 will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into warrants, entitling them to subscribe for or exchangeable or exercisable for purchase Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share equivalent that is less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, in good faith, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either each case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 15 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Date for such issuance or distribution or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (ivv) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental ChangeChange occurs, regardless of whether a Holder has the right to require the Company to purchase its Securities pursuant to Section 6.01the Securities, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, or transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 30 Scheduled Trading Days prior to the anticipated effective date of the transaction or event (or, if later, the Business Day after the Company gives notice of such transaction or event) until the earlier of (x) 30 Trading Days after the actual effective date of such transaction or event until the earlier of (x) 35 Trading Days after the effective date of such transaction or event or, if such transaction or event also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date Repurchase Date) and (y) the second Scheduled Trading Day immediately preceding date the Stated MaturityCompany announces the transaction or event will not take place. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) within one Business Day in the manner provided in Section 1.06, (i) as promptly as practicable following the date the Company publicly announces such transaction or event but in no event less than 30 Scheduled Trading Days prior to the anticipated effective date of such transaction or event or (ii) if the occurrence Company does not have knowledge of such transaction or event at least 30 Scheduled Trading Days prior to the anticipated effective date of such transaction or event, within three Business Days of the date upon which the Company receives notice, or otherwise becomes aware, of such transaction or event, but in no event later than the actual effective date of such transaction or event. The initial Conversion Rate (subject to adjustment as provided in this Indenture) is 13.2319 shares of Common Stock per $1,000 Principal Amount.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to the Close of Business on the second Scheduled Trading Day immediately prior to the Stated Maturity, to convert the principal amount of any such Securities, or any portion of such principal amount which is $1,000 or a multiple thereof at the rate per $1,000 principal amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March January 15, 20182015, without regard to the conditions described in clauses (i) through (iv) below and (y) prior to the Close of Business on the Business Day immediately preceding March January 15, 20182015, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar quarter commencing after September June 30, 2013 2010 (and only during such calendar quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii), for each Trading Day day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, or if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each Trading Day of such failureday the Company fails to do so. In connection with any conversion in accordance with this Section 7.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. After receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time anytime after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the Trustee. (iii) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of Directors, exceeding 15% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business on the Business Day immediately preceding such Ex-Dividend Date or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (iv) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase its Securities pursuant to Section 6.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or event (or, if later, the Business Day after the Company gives notice of such transaction) until the earlier of (x) 35 Trading Days after the actual effective date of such transaction or event (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date and (y) the second Scheduled Trading Day immediately preceding the Stated MaturityDate). The Company shall notify Holders, Holders and the Trustee and (i) as promptly as practicable following the Conversion Agent date the Company publicly announces such transaction but in no event less than 35 Scheduled Trading Days prior to the anticipated effective date of such transaction or (ii) if other than the Trustee) Company does not know the anticipated effective date thereof, at least 35 Scheduled Trading Days prior to the anticipated effective date of such transaction, within one Business Day of the occurrence date upon which the Company receives notice, or otherwise becomes aware, of such transaction or eventthe anticipated effective date but in no event later than the actual effective date of the transaction.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to through the Close close of Business business on the second Scheduled Trading Business Day immediately prior to the Stated Maturity, Maturity to convert the principal amount of any such Securities, or any portion of such principal amount which is $1,000 or a multiple thereof at the rate per $1,000 principal amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March during the 60 calendar days prior to the business day immediately preceding September 15, 20182041, without regard to the conditions described in clauses (i) through (ivvi) below and (y) except during the 60 calendar days prior to the Close of Business on the Business Day business day immediately preceding March September 15, 20182041, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing after September 30January 2, 2013 2010 (and only during such calendar fiscal quarter) if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii11.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct For purposes of this Section 11.01(a)(ii), if the Bid Solicitation Agent to cannot reasonably obtain bids when requiredat 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 if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, then the Trading Price per $1,000 principal amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the Trading Price per $1,000 principal amount of the Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price on each Trading Day of such failureday that the Company fails to do so. In connection with any conversion in accordance with this Section 7.01(a)(ii11.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion RateRate and such Holder requests that the Company require the Bid Solicitation Agent to determine the Trading Price. After Promptly after receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If and when the Trading Price Condition has been metper $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company will notify the Holders and the Trustee. If, If at any time after the Trading Price Condition has been metanytime thereafter, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the Trustee. (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 8, at any time prior to the close of business on the Business Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 11.01 will expire unless the Company defaults in the payment of the Redemption Price (in which case, a Holder may convert such Securities until the Redemption Price has been paid or duly provided for). (iv) During the 60 days prior to close of business on the business day immediately preceding September 15, 2016, a Holder may surrender its Securities for conversion even if the Securities are not otherwise convertible. (v) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of DirectorsDirectors in good faith, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either caseeach, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding such Ex-Dividend Date or and the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. Holders shall not have the right to convert their Securities pursuant to this Section 11.01(a)(v) if in connection with the distribution described in this Section 11.01(a)(v) that gives rise to a right to convert their Securities, such Holders are entitled to participate (as a result of holding their Securities, and at the same time as holders of Common Stock participate) in any such transaction as if such Holders held a number of shares of Common Stock equal to the applicable Conversion Rate on the Ex-Date for such distribution, multiplied by the principal amount of Securities held by such Holder divided by $1,000, without having to convert their Securities. (ivvi) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase repurchase its Securities pursuant to Section 6.019.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, or transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the effective date of such transaction or event until the earlier of (x) 35 Trading Days which is 30 days after the effective date of such transaction or event or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date and (y) the second Scheduled Trading Day immediately preceding the Stated MaturityRepurchase Date. The Company shall notify HoldersHolders about such transaction on the effective date of such transaction. Notwithstanding the foregoing, unless otherwise convertible pursuant to this Section 11.01(a) (excluding Sections 11.01(a)(i), 11.01(a)(ii) or Section 11.01(a)(v)), Securities shall not be convertible pursuant Sections 11.01(a)(i), 11.01(a)(ii) or Section 11.01(a)(v), if, at the time a Holder of Securities tenders its Securities for conversion, there exists a default or event of default under the Credit Agreement, or a default or event of default under the Credit Agreement would result from such conversion. The inability of a Holder to convert its Securities because of this restriction set forth in the immediately preceding sentence will not constitute a Default or an Event of Default under the Indenture. If the Securities would be convertible but are not convertible because of the restrictions set forth in the immediately preceding paragraph and a Holder tenders its Securities for conversion the Conversion Date with respect to the conversion of such Securities will not occur, and the Company will use reasonable efforts to permit such conversions, which may include, without limitation, seeking to obtain the consent of the lenders under the Credit Agreement, attempting to refinance the debt under the Credit Agreement and the issuance and sale of additional equity securities. If the Company’s reasonable efforts are successful and the conversion of such Securities is permitted to occur, the Trustee and Company provide notice to the relevant Holder or Holders of the Conversion Agent (if other than Date for any such conversion. If, despite the Trustee) within one Business Day Company’s reasonable efforts, conversions continue to be prohibited, the Company will promptly inform such converting Holder and return such Holder’s Securities and any related Notice of Conversion will be deemed to be revoked to the occurrence extent of such transaction or eventreturned Securities.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to at any time following the Close Issue Date of Business the Securities hereunder through the close of business on the second third Scheduled Trading Day immediately prior to the Stated Maturity, Maturity to convert the principal amount Principal Amount of any such Securities, or any portion of such principal amount Principal Amount which is $1,000 or a an integral multiple thereof at the rate per $1,000 principal amount Principal Amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March February 15, 20182041, without regard to the conditions described in clauses (i) through (ivv) below and (y) prior to the Close of Business on the Business Day immediately preceding March February 15, 20182041, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing after September 30, 2013 (and only during such calendar fiscal quarter) commencing after September 24, 2011 if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender all or a portion of its Securities for conversion during the five Business Day period after any five consecutive Trading Day period (the “Measurement Period”) in which which, for each Trading Day of such Measurement Period, the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii8.01(a)(ii), for each Trading Day of such Measurement Period was less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate on such Trading Day (“Trading Price Condition”). For purposes of this Section 8.01(a) (ii), if for any Trading Day, 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, then the Trading Price for such Trading Day will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate on such Trading Day. If the Company does not so instruct the Bid Solicitation Agent to obtain bids when required, or if the trading price will be deemed to be less than 98% of the product of the Last Reported Sale Price on each Trading Day that the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determinationdo so. In connection with any conversion in accordance with this Section 8.01(a)(ii), then, in either case, the Company shall have no obligation to determine the Trading Price of the Securities unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities will be deemed to at such time would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate on each such Trading Day of and such failure. In connection with any conversion in accordance with this Section 7.01(a)(ii), Holder requests that the Company require the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion RatePrice. After Promptly after receiving such evidence, the Company shall instruct the 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 on a Trading Day is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock on such Trading Day and the applicable Conversion Rate on such Trading Day. If and when the Trading for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company will notify the Holders and the Trustee. At anytime after the Trading Price Condition is met, the Company will notify the Holders on the first Trading Day on which the Trading Price per $1,000 principal amount Principal Amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the on such Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time after the Trading Price Condition has been met, the Trading Price per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock Day and the Conversion Rate for such date, the Company will also notify the Holders and the TrusteeTrading Day. (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 6, until the close of business on the third Scheduled Trading Day immediately preceding the applicable Redemption Date, even if such Securities are not otherwise convertible at such time, after which time the Holders’ right to convert their Securities pursuant to this Section 8.01 will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options or warrants convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 60 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of DirectorsDirectors in good faith, exceeding 15that exceeds 10% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for of such distribution, then, in either each case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 30 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business (i) 5:00 p.m., New York City time, on the Business Day immediately preceding such the applicable Ex-Dividend Date or (ii) the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (ivv) If the Company is party to (x) a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase its Securities pursuant to Section 6.01Change occurs, or if (y) the Company is a party to (a) a consolidation, merger, or binding share exchange, sale, conveyance, transfer or lease of all or substantially all of the assets of the Company, exchange pursuant to which the Common Stock would be converted into cash, securities or other assets, or (b) a transfer or lease of all or substantially all of the Company’s consolidated assets (each, a “Corporate Event”), then the Securities may be surrendered for conversion at any time from or and after the later of (i) the date that is 30 Scheduled Trading Days immediately prior to the anticipated effective date of such transaction or event Corporate Event and (ii) the date on which the Company delivers to the Holders notice of such Corporate Event until the earlier of (xa) 35 Trading Business Days after the actual effective date of such transaction or event Corporate Event (or, if such transaction also Corporate Event constitutes a Fundamental Change, until the related Fundamental Change Purchase Date Repurchase Date) and (yb) the second date the Company announces such Corporate Event will not take place. The Company will notify the Holders, in the manner provided in Section 1.06, and the Trustee of a Corporate Event and the anticipated effective date for such Corporate Event in the manner provided in Section 1.06 as promptly as practicable following the date on which the Company publicly announces such Corporate Event, but in no event later than the 30th Scheduled Trading Day immediately preceding the Stated Maturityanticipated effective date for such Corporate Event, or, if the Company does not have knowledge of such Corporate Event or such anticipated effective date at such time, on the third Business Day immediately following the date on which the Company receives notice, or otherwise becomes aware, of such Corporate Event and such anticipated effective date, but in no event later than the actual effective date for such Corporate Event. The Company shall notify Holders, the Trustee and the initial Conversion Agent Rate (if other than the Trusteesubject to adjustment as provided in this Indenture) within one Business Day is 25.3139 shares of the occurrence of such transaction or eventCommon Stock per $1,000 Principal Amount.

Conversion Obligation. (a) Subject to and upon compliance with the provisions of this Indenture, each Holder shall have the right, at such Holder’s option, prior to at any time following the Close Issue Date of Business the Securities hereunder through the close of business on the second third Scheduled Trading Day immediately prior to the Stated Maturity, Maturity to convert the principal amount Principal Amount of any such Securities, or any portion of such principal amount Principal Amount which is $1,000 or a an integral multiple thereof at the rate per $1,000 principal amount 1000 Principal Amount of such Security (the “Conversion Rate”) then in effect, (x) on or after March 15February 1, 20182039, without regard to the conditions described in clauses (i) through (ivv) below and (y) prior to the Close of Business on the Business Day immediately preceding March 15February 1, 20182039, only upon the satisfaction of any of the following conditions: (i) A Holder may surrender all or a portion of its Securities for conversion during any calendar fiscal quarter commencing after September 30, 2013 (and only during such calendar fiscal quarter) commencing after December 26, 2009 if the Last Reported Sale Price for the Common Stock for at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar fiscal quarter is greater than or equal to 130% of the applicable Conversion Price on each applicable Trading Day. (ii) A Holder may surrender its Securities for conversion during the five Business Day period after any five 10 consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Securities, as determined by the Bid Solicitation Agent following a request by a Holder in accordance with the procedures set forth in this Section 7.01(a)(ii9.01(a)(ii), for each Trading Day day of such Measurement Period period was less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate (“Trading Price Condition”). If the Company does not so instruct For purposes of this Section 9.01(a)(ii), if the Bid Solicitation Agent to cannot reasonably obtain bids when requiredat 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 if the Company instructs the Bid Solicitation Agent to obtain bids and the Bid Solicitation Agent fails to make such determination, then, in either case, then the Trading Price per $1,000 principal amount Principal Amount of Securities will be deemed to be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate Rate. If the Company does not instruct the Bid Solicitation Agent to obtain bids when required, the trading price per $1,000 principal amount of the debentures will be deemed to be less than 98% of the product of the Last Reported Sale Price on each Trading Day of such failureday that the Company fails to do so. In connection with any conversion in accordance with this Section 7.01(a)(ii9.01(a)(ii), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Securities unless requested by the Company; and the Company shall have no obligation to make such request to the Bid Solicitation Agent unless a Holder of a Security provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion RateRate and such Holder requests that the Company require the Bid Solicitation Agent to determine the Trading Price. After Promptly after receiving such evidence, the Company shall instruct the 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 per $1,000 principal amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate. If the Trading Price Condition has been met, the Company will notify the Holders and the Trustee. If, at any time after the Trading Price Condition has been met, when the Trading Price per $1,000 principal amount of Securities, for each day of the Measurement Period is less than 98% of the product of the Last Reported Sale Price of the Common Stock and the applicable Conversion Rate, the Company will notify the Holders. If at anytime thereafter, the Trading Price per $1,000 Principal Amount of Securities is greater than or equal to 98% of the product of the Last Reported Sale Price of the Common Stock and the Conversion Rate for such date, the Company will also notify the Holders and the TrusteeHolders. (iii) A Holder may surrender its Securities for conversion if the Company calls such Securities for redemption as provided in Article 7, at any time prior to the close of business on the third Scheduled Trading Day immediately preceding the Redemption Date, even if the Securities are not otherwise convertible at such time, after which time the Holder’s right to convert its Securities pursuant to this Section 9.01 will expire unless the Company defaults in the payment of the Redemption Price. (iv) In the event that the Company elects to: (A) issue to all or substantially all holders of Common Stock rights, options rights or warrants or securities convertible into or exchangeable or exercisable for Common Stock, for a period expiring not more than 45 calendar days after the announcement date of such issuance, at a price per share less than the average of the Last Reported Sale Prices of a share of Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the announcement of such issuance; or (B) distribute to all or substantially all holders of Common Stock, Stock assets, debt securities or other rights to purchase securities of the Company, which distribution has a per share value, as reasonably determined by the Company’s Board of DirectorsDirectors in good faith, exceeding 1510% of the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the date of announcement for such distribution, then, in either each case, the Company shall notify the Holders, in the manner provided in Section 1.06, at least 35 25 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance or distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time until the earlier of the Close of Business 5:00 p.m., New York City time, on the Business Day immediately preceding prior to such Ex-Dividend Date or the Company’s announcement that such issuance or distribution will not take place, even if the Securities are not otherwise convertible at such time. (ivv) If the Company is party to a transaction or event that constitutes a Fundamental Change or a Make-Whole Fundamental Change, regardless of whether a Holder has the right to require the Company to purchase its Securities pursuant to Section 6.01, or if the Company is a party to a consolidation, merger, binding share exchange, sale, conveyance, or transfer or lease of all or substantially all of the assets of the Company, pursuant to which the Common Stock would be converted into cash, securities or other assets, the Securities may be surrendered for conversion at any time from or after the date which is 30 Scheduled Trading Days prior to the anticipated effective date of such the transaction or event until the earlier of (x) 35 30 Trading Days after the actual effective date of such transaction or event (or, if such transaction also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date Repurchase Date) and (y) the second Scheduled Trading Day immediately preceding date the Stated MaturityCompany announces the transaction will not take place. In addition, Holders may surrender all or a portion of their Securities for conversion if an event of the type described in subparagraph (i) of the definition of Change of Control Event in Section 1.01 hereof occurs. In such event, Holders may surrender Securities for conversion at any time beginning on the actual effective date of the transaction until and including the date that is 30 calendar days after the actual effective date of such transaction or, if earlier, until the Fundamental Change Repurchase Date corresponding to the Fundamental Change. The Company shall notify Holders, in the Trustee and manner provided in Section 1.06, as promptly as practicable following the date the Company publicly announces such transaction. The initial Conversion Agent Rate (if other than the Trusteesubject to adjustment as provided in this Indenture) within one Business Day is 44.0917 shares of the occurrence of such transaction or eventCommon Stock per $1,000 Principal Amount.