Common use of Conversion of Debentures Clause in Contracts

Conversion of Debentures. SECTION 5.01. Subject to and upon compliance with the provisions of this Article Five, the Series 6.75% Debentures are convertible at the option of the Holder, at any time through the close of business on October 15, 2029 (or, in the case of Series 6.75% Debentures called for redemption, prior to the close of business on the Business Day prior to the corresponding redemption date), into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 0.7108 share of Common Stock for each $50 in aggregate principal amount of Series 6.75% Debentures (equal to a conversion price (as adjusted from time to time, the “Conversion Price”) of $70.341 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series 6.75% Debentures may convert any portion of the principal amount of the Series 6.75% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series 6.75% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. SECTION 5.02. (a) In order to convert all or a portion of the Series 6.75% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series 6.75% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, and, if such Series 6.75% Debentures are definitive Series 6.75% Debentures, surrender to the Conversion Agent the Series 6.75% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the Declaration of Trust to convert such Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Trust Security for a portion of the Series 6.75% Debentures held by the Trust (at an exchange rate of $50 principal amount of Series 6.75% Debentures for each Trust Security) and (ii) immediately convert such Series 6.75% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Series 6.75% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Any reference herein to a “holder” of Trust Securities shall mean a “Holder” of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Series 6.75% Debenture is registered at the close of business on such record date, and (other than a Series 6.75% Debenture or a portion of a Series 6.75% Debenture called for redemption on a redemption date occurring after such record date and prior to such Distribution payment date) when so surrendered for conversion, the Series 6.75% Debenture must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Series 6.75% Debenture which is converted, interest whose Maturity Date is after the date of conversion of such Series 6.75% Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Series 6.75% Debenture being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “Conversion Date”) by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion of Debentures. SECTION 5.01. Subject to and upon compliance with the provisions of this Article Five, the Series 6.755.375% Debentures are convertible at the option of the Holder, at any time through the close of business on October 15March 31, 2029 2027 (or, in the case of Series 6.755.375% Debentures called for redemption, prior to the close of business on the Business Day prior to the corresponding redemption date), ) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 0.7108 share 0.6906 shares of Common Stock for each $50 in aggregate principal amount of Series 6.755.375% Debentures (equal to a conversion price (as adjusted from time to time, the “"Conversion Price”") of $70.341 72.40 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series 6.755.375% Debentures may convert any portion of the principal amount of the Series 6.755.375% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series 6.755.375% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/10,000th 1/100th of a share, as the case may be. SECTION 5.02. (a) In order to convert all or a portion of the Series 6.755.375% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series 6.755.375% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, conversion and, if such Series 6.755.375% Debentures are definitive Series 6.755.375% Debentures, surrender to the Conversion Agent the Series 6.755.375% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Securities may exercise its right under the Declaration of Trust to convert such Trust Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Trust Security for a portion of the Series 6.755.375% Debentures held by the Trust (at an exchange rate of $50 principal amount of Series 6.755.375% Debentures for each Trust Security) and (ii) immediately convert such Series 6.755.375% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Series 6.755.375% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Any reference herein to a “"holder” " of Trust Securities shall mean a “"Holder” " of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Series 6.755.375% Debenture is registered at the close of business on such record date, and (other than a Series 6.755.375% Debenture or a portion of a Series 6.755.375% Debenture called for redemption on a redemption date occurring after such record date and on or prior to such Distribution payment date) when so surrendered for conversion, the Series 6.755.375% Debenture must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Series 6.755.375% Debenture which is converted, interest whose Maturity Date is after the date of conversion of such Series 6.755.375% Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Series 6.755.375% Debenture being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “"Conversion Date”") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion of Debentures. SECTION 5.01. Subject to and upon compliance with the provisions of this Article Five, the Series 6.755.50% Debentures are convertible at the option of the Holder, at any time through the close of business on October 15September 30, 2029 2012 (or, in the case of Series 6.755.50% Debentures called for redemption, prior to the close of business on the Business Day prior to the corresponding redemption date), ) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 0.7108 share 0.8914 shares of Common Stock for each $50 in aggregate principal amount of Series 6.755.50% Debentures (equal to a conversion price (as adjusted from time to time, the “Conversion Price”"CONVERSION PRICE") of $70.341 56.09 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series 6.755.50% Debentures may convert any portion of the principal amount of the Series 6.755.50% Debentures into that number of fully paid and nonassessable nonas sessable shares of Common Stock obtained by dividing the principal amount of the Series 6.755.50% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/10,000th 1/100th of a share, as the case may be. SECTION 5.02. (a) In order to convert all or a portion of the Series 6.755.50% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series 6.755.50% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, conversion and, if such Series 6.755.50% Debentures are definitive Series 6.755.50% Debentures, surrender to the Conversion Agent the Series 6.755.50% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration of Trust to convert such Trust Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Trust Preferred Security for a portion of the Series 6.755.50% Debentures held by the Trust (at an exchange rate of $50 principal amount of Series 6.755.50% Debentures Debenture for each Trust Preferred Security) and (ii) immediately convert such Series 6.755.50% DebenturesDebenture, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Series 6.75% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Any reference herein to a “holder” of Trust Securities shall mean a “Holder” of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Series 6.75% Debenture is registered at the close of business on such record date, and (other than a Series 6.75% Debenture or a portion of a Series 6.75% Debenture called for redemption on a redemption date occurring after such record date and prior to such Distribution payment date) when so surrendered for conversion, the Series 6.75% Debenture must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Series 6.75% Debenture which is converted, interest whose Maturity Date is after the date of conversion of such Series 6.75% Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Series 6.75% Debenture being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “Conversion Date”) by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.of

Conversion of Debentures. SECTION 5.01. Subject to and upon compliance with the provisions of this Article Five, the Series 6.756% Debentures are convertible at the option of the Holder, at any time through the close of business on October 15May 14, 2029 2008 (or, in the case of Series 6.756% Debentures called for redemption, prior to the close of business on the Business Day prior to the corresponding redemption date), ) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 0.7108 share 1.0811 shares of Common Stock for each $50 in aggregate principal amount of Series 6.756% Debentures (equal to a conversion price (as adjusted from time to time, the “"Conversion Price”") of $70.341 46.25 per share of Common Stock), subject to adjustment as described in this Article Five, provided that no adjustment shall be made in accordance with the provisions of this Section 5 for the stock dividend payable on June 1, 2000. A Holder of Series 6.756% Debentures may convert any portion of the principal amount of the Series 6.756% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series 6.756% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. SECTION 5.02. (a) In order to convert all or a portion of the Series 6.756% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series 6.756% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, conversion and, if such Series 6.756% Debentures are definitive Series 6.756% Debentures, surrender to the Conversion Agent the Series 6.756% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration of Trust to convert such Trust Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Trust Preferred Security for a portion of the Series 6.756% Debentures held by the Trust (at an exchange rate of $50 principal amount of Series 6.756% Debentures Debenture for each Trust Preferred Security) and (ii) immediately convert such Series 6.756% DebenturesDebenture, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Trust Preferred Securities are in definitive form, surrendering such Trust Preferred Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Preferred Securities are outstanding, the Trust shall not convert any Series 6.756% Debentures Debenture except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Any reference herein to a “"holder” " of Trust Preferred Securities shall mean a “"Holder” " of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Series 6.756% Debenture is registered at the close of business on such record date, and (other than a Series 6.756% Debenture or a portion of a Series 6.756% Debenture called for redemption on a redemption date occurring after such record date and prior to such Distribution payment date) when so surrendered for conversion, the Series 6.756% Debenture must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Series 6.756% Debenture which is converted, interest whose Maturity Date is after the date of conversion of such Series 6.756% Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Series 6.756% Debenture being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “"Conversion Date”") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion of Debentures. SECTION 5.01. Subject to and upon compliance with the provisions of this Article Five, the Series 6.755.375% Debentures are convertible at the option of the Holder, at any time through the close of business on October 15April 30, 2029 2013 (or, in the case of Series 6.755.375% Debentures called for redemption, prior to the close of business on the Business Day business day prior to the corresponding redemption date), ) into fully paid and nonassessable shares of Common Stock of the Company at an initial conversion rate of 0.7108 share 2.4242 shares of Common Stock for each $50 in aggregate principal amount of Series 6.755.375% Debentures (equal to a conversion price (as adjusted from time to time, the “"Conversion Price”") of $70.341 20.625 per share of Common Stock), subject to adjustment as described in this Article Five. A Holder of Series 6.755.375% Debentures may convert any portion of the principal amount of the Series 6.755.375% Debentures into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of the Series 6.755.375% Debentures to be converted by such conversion price. All calculations under this Article Five shall be made to the nearest cent or to the nearest 1/10,000th 1/100th of a share, as the case may be. SECTION 5.02. (a) In order to convert all or a portion of the Series 6.755.375% Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable Notice of Conversion setting forth the principal amount of Series 6.755.375% Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued upon conversion, conversion and, if such Series 6.755.375% Debentures are definitive Series 6.755.375% Debentures, surrender to the Conversion Agent the Series 6.755.375% Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration of Trust to convert such Trust Preferred Securities into Common Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent to (i) exchange such Trust Security for a portion of the Series 6.75% Debentures held by the Trust (at an exchange rate of $50 principal amount of Series 6.75% Debentures for each Trust Security) and (ii) immediately convert such Series 6.75% Debentures, on behalf of such holder, into Common Stock of the Company pursuant to this Article Five and, if such Trust Securities are in definitive form, surrendering such Trust Securities, duly endorsed or assigned to the Company or in blank. So long as any Trust Securities are outstanding, the Trust shall not convert any Series 6.75% Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Any reference herein to a “holder” of Trust Securities shall mean a “Holder” of such securities as defined in the Declaration of Trust. If a Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash to the person in whose name the Series 6.75% Debenture is registered at the close of business on such record date, and (other than a Series 6.75% Debenture or a portion of a Series 6.75% Debenture called for redemption on a redemption date occurring after such record date and prior to such Distribution payment date) when so surrendered for conversion, the Series 6.75% Debenture must be accompanied by payment of an amount equal to the Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Series 6.75% Debenture which is converted, interest whose Maturity Date is after the date of conversion of such Series 6.75% Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Series 6.75% Debenture being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the “Conversion Date”) by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.