Common use of Effect of Common Stock Change Event Clause in Contracts

Effect of Common Stock Change Event. (A) Generally. If there occurs any: (i) recapitalization, reclassification or change of the Common Stock (other than changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving Parent; (iii) sale, lease or other transfer of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, as a result, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes, (1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Consideration due upon exchange of any Note, and the conditions to any such exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee.

Effect of Common Stock Change Event. (A) Generally. If there occurs any: : (ia) recapitalization, reclassification reclassification, or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value value, and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); ; (iib) consolidation, merger, combination combination, or binding or statutory share exchange involving Parent; the Issuer; (iiic) sale, lease lease, or other transfer of all or substantially all of the assets of Parent the Issuer and its Subsidiaries, taken as a whole, to any Person; or or (ivd) other similar event, ; and, as a resultresult of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash cash, or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash cash, or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture Agreement or the Notes, : (1) from and after the effective time of such Common Stock Change Event, : (I) the Exchange Consideration Conversion Shares due upon exchange conversion of any Note, and the conditions to any such exchange, Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 Section 2 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental ChangeRecord Date,” the terms term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, refer to any class of securities forming part of such Reference Property; ; and (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee.value

Effect of Common Stock Change Event. (A) Generally. If there occurs any: (i) recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and or (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving Parent;the Company; or (iii) sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, as a resultresult of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this the Indenture or the Notes, (1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Conversion Consideration due upon exchange conversion of any Note, Note and the conditions to any such exchangeconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (II) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (IIIII) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” (x) the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; and (y) references to the Company will be deemed to be references to the entity that is the issuer of such common equity; and (IV) the Company will settle Interest Make-Whole Payments, if applicable, solely in cash (regardless of whether the Company elected to settle Interest Make-Whole Payments in cash in accordance with Section 5.03(B)(iv)(4)); (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement pay the cash due in respect of all exchanges conversions whose Exchange Conversion Date occurs on or after the effective date of such Common Stock Change Event and will pay in an amount per $1,000 principal amount of Notes converted equal to the Conversion Rate on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 5.07), multiplied by the price paid per share of the Common Stock in such Common Stock Change Event, together with an Interest Make-Whole Payment, if applicable, which shall be payable solely in cash due upon such exchanges (regardless of whether the Company elected to settle Interest Make-Whole Payments in cash in accordance with Section 5.03(B)(iv)(4)), no later than the second (2nd) Business Day after the relevant Exchange such Conversion Date; and (3) for these purposes, the (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges give effect to the provisions of Notes in the manner set forth in this Section 5.09; (y5.09(A) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect Holders. If such Reference Property includes, in whole or in part, any stock or other securities, then such supplemental indenture will, to the provisions of this extent applicable, provide for subsequent adjustments to the Conversion Rate in a manner consistent with Section 5.09(A)5.05. If In addition, if the Reference Property includes includes, in whole or in part, shares of stock or other securities or assets (other than cash or cash equivalents) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the TrusteeHolders.

Effect of Common Stock Change Event. (A) Generally. If there occurs anyoccurs: (i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) A consolidation, merger, combination or binding or statutory share exchange involving Parent;the Company; or (iii) A sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, in each case, as a resultresult of such occurrence, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash securities or other property, property (including cash or any combination of the foregoing foregoing) (such an event, a “Common Stock Change Event,” and such other securities, cash securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion shares of any security securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this the Indenture or the Notes, (1) from and after , at the effective time of such Common Stock Change Event, (Ix) the Exchange Conversion Consideration due upon exchange conversion of any Note, and the conditions to any such exchange, Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 5.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property UnitsUnits that a Holder of one (1) share of Common Stock would be entitled to receive; and (IIz) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and (3) for . For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company Board of Directors (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing Holders of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trustee.

Effect of Common Stock Change Event. (A) Generally. If there occurs any: (i) recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving Parentthe Company; (iii) sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any another Person; or (iv) other similar event, andin each case, as a resultresult which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion shares of any security securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes, (1) from and after at the effective time of such Common Stock Change Event, (I) the Exchange Conversion Consideration due upon exchange conversion of any Note, and the conditions to any such exchangeconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms term “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; (2) if such Reference Property Unit consists entirely of cash, then (x) the Company will be deemed to elect Physical Settlement in respect consideration due upon conversion of all exchanges whose Exchange each $1,000 principal amount of Notes with a Conversion Date that occurs on or after the effective date of such Common Stock Change Event will be solely cash in an amount equal to the Conversion Rate in effect on the applicable Conversion Date (as may, for the avoidance of doubt, be increased pursuant to Section 5.07), multiplied by the Stock Price for such Make-Whole Fundamental Change; and (y) settlement for such conversion will pay occur on the cash due upon such exchanges no later than the second third (2ndthird) Business Day after immediately following such Conversion Date (and, for the relevant Exchange Dateavoidance of doubt, the Company will be deemed to have elected Cash Settlement with respect to such conversion); and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, securities will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be (x) the weighted average average, per share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election; or (y) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, Holders of the Trustee and the Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time date of such Common Stock Change Event, the Company, each Guarantor and Company or the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges conversions of Notes in the manner set forth in this Section 5.095.08; (y) provide for subsequent adjustments to the Exchange Conversion Rate pursuant to Section 5.05(A5.07(A) in a manner consistent with this Section 5.095.08; and (z) contain such other provisions, if any, that provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A5.08(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the TrusteeHolders.

Effect of Common Stock Change Event. (i) If any of the following events occur: (A) Generally. If there occurs any: (i) any recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision stock split or stock combination of the Common Stock, or (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securitiesvalue); (iiB) any consolidation, merger, combination or binding or statutory share exchange involving Parentthe Company; (iiiC) any sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any Person; or (ivD) any other similar event, and, as a resultresult of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash Cash or other propertyproperty (including Cash or any combination thereof) (the “Reference Property”), or any combination of the foregoing (each such an event, event a “Common Stock Change Event,” and such other securities”), cash then, notwithstanding anything to the contrary in this Agreement or propertythe Warrants, following the effective time of the transaction, the “Reference Property,” right to receive shares of Common Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant, the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock would have owned or been entitled to receive in connection with such Common Stock Change Event (the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a the “Units of Reference Property UnitProperty”); provided in the event of a Fundamental Change, thenthe Warrants shall be treated solely in accordance with Section 11(d) hereof. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in a Common Stock Change Event, notwithstanding anything to the contrary in this Indenture or type and amount of consideration into which the Notes, (1) Warrants shall be exercisable from and after the effective time of such Common Stock Change Event, (I) the Exchange Consideration due upon exchange of any Note, and the conditions to any such exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and (3) for these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will shall be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, received by the holders of Common Stock. The Company will notify HoldersStock in such Common Stock Change Event. (ii) At any time from, and including, the Trustee effective time of a Common Stock Change Event: (A) if Cashless Exercise does not apply or is not elected upon exercise of a Warrant, each share of Common Stock per Warrant shall be equal to a single Unit of Reference Property; (B) if Cashless Exercise applies upon exercise of a Warrant, the number of Warrant Shares issuable upon a Cashless Exercise per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 7(d) hereof, except that the Market Price used to determine the number of Units of Reference Property issuable upon a Cashless Exercise on any Trading Day shall be the Unit Value (as defined herein) for such Trading Day; and (C) the Last Reported Sale Price and the Exchange Agent Current Market Price shall be calculated with respect to a Unit of Reference Property. (iii) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows: (A) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “Common Stock” using procedures set forth in the definition of “Last Reported Sale Price”; (B) any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Trustee) Board of Directors (in writing a manner not materially inconsistent with the manner the Board of Directors valued such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer property for purposes of the Common Stock Change Event, if applicable) or by a firm selected by the Board of Directors; and (C) any Cash included in such Unit of Reference Property shall be valued at the amount thereof. (iv) On or prior to the effective time of any Common Stock Change Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 11(b). If the Reference Property in connection with any Common Stock Change Event includes shares of stock or other common equity interests included in securities and assets of a Person other than the Reference Property) (successor or purchasing Person, as the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, thencase may be, in addition such Common Stock Change Event, then the Company shall cause such amendment to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also Agreement to be executed by such Underlying Shares Issuer other Person and such amendment shall contain such additional provisions to protect the interests of the Holders of the Notes Warrantholders as the Company Board of Directors shall reasonably consider necessary by reason of the foregoing. At Any such amendment to this Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 11. In the event the Company shall execute an amendment to this Agreement pursuant to this Section 11(b), the Company shall promptly file with the Warrant Agent a certificate executed by a duly authorized officer of the Company briefly stating the reasons therefor, the kind or before amount of Cash, securities or property or asset that will comprise a Unit of Reference Property after the effective time of such relevant Common Stock Change Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the Companyexecution of amendment to be mailed to each Warrantholder, each Guarantor and at its address appearing on the resultingWarrant Register, surviving within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or transferee Person (if not the Company) validity of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Rate pursuant to Section 5.05(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the Trusteeamendment.

Effect of Common Stock Change Event. (A) Generally. If there occurs any:: #92925316v9 (i) recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving Parentthe Company; (iii) sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, as a resultresult of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes, (1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Conversion Consideration due upon exchange conversion of any Note, and the conditions to any such exchangeconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equityCommon Equity” will be deemed to mean the common equity Common Equity (including depositary receipts representing common equityCommon Equity), if any, forming part of such Reference Property; and (III) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges conversions whose Exchange Conversion Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges conversions no later than the second (2nd) Business Day after the relevant Exchange Conversion Date; and (3) for these purposes, (Ii) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity Common Equity securities listed on a national securities exchange will be determined by reference to the definition of “Daily VWAP,” , #92925316v9 substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (IIii) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity Common Equity securities, and the or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing Holders of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Conversion Rate pursuant to Section 5.05(A5.07(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the TrusteeHolders.

Effect of Common Stock Change Event. (A) Generally. If there occurs any:: ‌ ​ ​ ​ (i) recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities); (ii) consolidation, merger, combination or binding or statutory share exchange involving Parentthe Company; (iii) sale, lease or other transfer of all or substantially all of the assets of Parent the Company and its Subsidiaries, taken as a whole, to any Person; or (iv) other similar event, and, as a resultresult of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes, (1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Conversion Consideration due upon exchange conversion of any Note, and the conditions to any such exchangeconversion, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equityCommon Equity” will be deemed to mean the common equity Common Equity (including depositary receipts representing common equityCommon Equity), if any, forming part of such Reference Property; and (III) for purposes of Section 4.03, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; (2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect (I) each conversion of all exchanges whose Exchange any Note with a Conversion Date that occurs on or after the effective date of such Common Stock Change Event will be settled entirely in cash in an amount, per $1,000 principal amount of such Note being converted, equal to the product of (x) the Conversion Rate applicable to such conversion (including, for the avoidance of doubt, any increase to such Conversion Rate pursuant to Section 5.07, if applicable); and (y) the amount of cash constituting such Reference Property Unit; and (II) the Company will pay the cash due upon settle each such exchanges conversion no later than the second (2nd) Business Day after the relevant Exchange Conversion Date; andand ‌ ​ ​ (3) for these purposes, (Ii) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity Common Equity securities listed on a national securities exchange will be determined by reference to the definition of “Daily VWAP,” , substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (IIii) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity Common Equity securities, and the or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith and in a commercially reasonable manner by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holders, the Trustee and the Exchange Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If any of the foregoing transactions results in the issuer of the Notes being neither the issuer of the Common Stock (or other common equity interests included in the Reference Property) (the “Underlying Shares Issuer”) nor a Wholly Owned Subsidiary of such Underlying Shares Issuer that fully and unconditionally guarantees the Notes, then, in addition to any other applicable requirements set forth in this Indenture, the Notes and the Guarantees, the related supplemental indenture shall also be executed by such Underlying Shares Issuer and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company shall reasonably consider necessary by reason of the foregoing. At or before the effective time of such Common Stock Change Event, the Company, each Guarantor Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(F), which supplemental indenture will (x) provide for subsequent exchanges conversions of Notes in the manner set forth in this Section 5.09; (y) provide for subsequent adjustments to the Exchange Conversion Rate pursuant to Section 5.05(A5.07(A) in a manner consistent with this Section 5.09; and (z) contain such other provisions, if any, that the Company reasonably determines in good faith and in a commercially reasonable manner are appropriate to preserve the economic interests of the Holders and to give effect to the provisions of this Section 5.09(A). If the Reference Property includes shares of stock or other securities or assets (for the avoidance of doubt, other than cash) of a Person other than the Successor Person, then such other Person will also execute such supplemental indenture and such supplemental indenture will contain such additional provisions, if any, that the Company reasonably determines are appropriate to preserve the economic interests of the Holders and be accompanied by an Officer’s Certificate and an Opinion of Counsel addressed to the TrusteeHolders.