Common use of Effect of Recapitalizations, Reclassifications, and Changes of Common Stock Clause in Contracts

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a stock split, subdivision or combination), (ii) any consolidation, merger, combination or similar transaction involving the Issuer, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Issuer and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert the Notes shall be changed into a right to convert the Notes at the Conversion Price for 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 (the “Reference Property”) upon such Merger Event. If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Event, the anti-dilution and other adjustments set forth herein shall be applied in a manner as nearly equivalent as is possible to the adjustments provided for in this Article. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such other Person shall agree to undertake the obligations of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoing. (b) If a Merger Event occurs, the Issuer shall promptly deliver to holders of the Notes an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a stock split, subdivision share split or share combination), (ii) any consolidation, merger, merger or combination or similar transaction involving the IssuerCompany, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Issuer and the Issuer’s Subsidiaries Company substantially as an entirety or (iv) any statutory share exchange, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, securities or other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert the each $1,000 principal amount of Notes shall be changed into a right to convert the such principal amount of Notes at the Conversion Price for into the kind and amount of shares of stock, stock or other securities or other property or assets (including cash or any combination thereof) that a holder of one share a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one share of Common Stock is entitled to receive) upon such Merger Event and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture providing for such change in the right to convert each $1,000 principal amount of Notes; provided, however, that at and after the effective time of such Merger Event (A) the Company shall continue to have the right to determine the Settlement Method upon conversion of Notes in accordance with Section 8.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with Section 8.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 8.02 shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the such Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible or that will be used to calculate the Daily VWAP, as the case may be, shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. If the holders receive only cash in such Merger Event, then for all conversions that occur after the effective date of such Merger Event (x) the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by any Additional Shares pursuant to Section 8.03), multiplied by the price per share of Common Stock in such Merger Event and (y) the Company shall satisfy the Conversion Obligation by paying cash to converting Holders on the third Scheduled Trading Day immediately following the Conversion Date. The Issuer Company shall notify holders in writing all Holders, the Trustee and the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. Following any Merger Event, Such supplemental indenture described in the anti-dilution and other second immediately preceding paragraph shall provide for adjustments set forth herein that shall be applied in a manner as nearly equivalent as is possible to the adjustments provided for in this ArticleArticle 8. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such supplemental indenture shall also be executed by such other Person shall agree to undertake the obligations of the Issuer in this Agreement and shall undertake contain such additional obligations provisions to protect the interests of the holders Holders of the Notes as the Issuer Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the purchase rights set forth in Article 9. (b) If In the event the Company shall execute a Merger Event occurssupplemental indenture pursuant to Section 8.07(a), the Issuer Company shall promptly deliver to holders of file with the Notes Trustee an Officers’ Officer’s Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Issuer Company shall not become a party to any Merger Event unless its terms are consistent with this SectionSection 8.07. None of the foregoing provisions shall affect the any right of that a holder of Notes may have to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 8.01 and Section 8.02 prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 9.02(a) applies), , (ii) any consolidation, mergermerger or combination of the Company with another Person, combination or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or its Subsidiaries, or (iv) any statutory share exchange, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 9, in Article 7 and Article 8 of this First Supplemental Indenture, Article 9 of the case Original Indenture and the definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Section 9.01(d)(i) and Section 9.01(d)(ii) above. The Conversion Rate will relate to units of Reference Property (a Merger Event occurs, the Issuer shall promptly deliver to holders “unit” of the Notes an Officers’ Certificate briefly stating the reasons therefor, Reference Property being the kind or and amount of cash, securities or reference property or asset that a holder of one share of Common Stock would have received in such transaction); and the Daily VWAP will comprise be determined based on the Daily VWAP of one unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withProperty. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 9.04 to be mailed to each Holder, at its address appearing on the Securities Register provided for in Section 2.04 of this First Supplemental Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 9.04 shall similarly apply to successive Reorganization Events. (e) If this Section 9.04 applies to any event or occurrence, Section 9.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes Securities to convert its Notes the Securities as set forth in and subject to Section 9.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In Except as otherwise provided in Section 12.04, if any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If Following the effective time of any such Reorganization Event, settlement of Securities converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Error! Reference source not found. and Error! Reference source not found. above. The Applicable Conversion Rate will relate to units of Reference Property (a Merger Event occurs, the Issuer shall promptly deliver to holders “unit” of the Notes an Officers’ Certificate briefly stating the reasons therefor, Reference Property being the kind or and amount of cash, securities or reference property or asset that a holder of one share of Common Stock would have received in such transaction); and the Daily VWAP will comprise the be determined based on Daily VWAP of one unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withProperty. (c) Any issuer of securities included in the Reference Property shall execute an amendment to the Registration Rights Agreement (to the extent any Registrable Securities (as defined therein) remain outstanding) to make the provisions thereof applicable to such securities included in the Applicable Consideration. (d) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 12.05 to be mailed to each Holder, at its address appearing on the Securities Register provided for in Section 2.05 of this Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (e) The above provisions of this Section 12.05 shall similarly apply to successive Reorganization Events. (f) If this Section 12.05 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (g) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes Securities to convert its Notes the Securities as set forth in and subject to Section 12.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In Except as otherwise provided in Section 12.04, if any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder of a like number of shares of Common Stock immediately prior to such Reorganization Event would have been entitled to receive upon such Merger Reorganization Event. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If a Merger Event occurs, the Issuer shall promptly deliver to holders of the Notes an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 11.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Notes, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. If, in Article 11 and Article 10 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingNotes. (b) If Following the effective time of any such Reorganization Event, settlement of Notes converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Section 11.01(d)(i) and Section 11.01(d)(ii) above. The Conversion Rate will relate to units of Reference Property (a Merger Event occurs, the Issuer shall promptly deliver to holders “unit” of the Notes an Officers’ Certificate briefly stating the reasons therefor, Reference Property being the kind or and amount of cash, securities or reference property or asset that a holder of one share of Common Stock would have received in such transaction); and the Applicable Stock Price will comprise the be determined based on Last Reported Sale Prices of one unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withProperty. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 11.04 to be sent to each Holder, at its address appearing on the Securities Register provided for in Section 305 of the Base Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 11.04 shall similarly apply to successive Reorganization Events. (e) If this Section 11.04 applies to any event or occurrence, Section 11.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its the Notes as set forth in and subject to Section 11.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder of a like number of shares of Common Stock immediately prior to such Reorganization Event would have been entitled to receive upon such Merger Reorganization Event. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger If the holders of Common Stock receive only cash in such transaction, then for all conversions that occur after the effective date of such transaction (i) the consideration due upon conversion of each $1,000 principal amount of Securities shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date (as may be increased by an Additional Shares), multiplied by the price paid per share of Common Stock in such transaction and (ii) the Company will satisfy its Conversion Obligation by paying cash to converting Holders on the third Business Day immediately following the Conversion Date. Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If a Merger Event occurs, At and after the Issuer shall promptly deliver to holders effective time of the Notes an Officers’ Certificate briefly stating Reorganization Event (x) the reasons thereforamount otherwise payable in cash upon conversion of the Securities as set forth under Section 12.01 will continue to be payable in cash (including amounts paid in respect of fractional shares), (y) the kind or number of shares of Common Stock otherwise deliverable upon conversion of the Securities as set forth under Section 12.01 will instead be deliverable in the amount and type of cash, securities or property or asset that will comprise the Reference Property after any that a holder of that number of shares of Common Stock would have received in such Merger Event, any adjustment to transaction and (z) the VWAP will be made with respect thereto and calculated based on the value Of a unit of Referenced Property that all conditions precedent a holder of one share of Common Stock would have been complied withreceived in such transaction. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 12.04 to be mailed to each Holder, at its address appearing on the Securities Register provided for in Section 2.05 of this Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 12.04 shall similarly apply to successive Reorganization Events. (e) If this Section 12.04 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes Securities to convert its Notes the Securities as set forth in Section 12.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In the case of:of the following events (each, a “Business Combination”): (i) any recapitalization, reclassification or change of the Common Stock (Stock, other than changes resulting (A) a change in par value, or from par value to no par value, or from no par value to par value, or (B) as a stock split, result of a subdivision or combination),a combination of the Common Stock; (ii) any consolidation, merger, combination or similar transaction involving the Issuer, (iii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety its Subsidiaries; or (iviii) any statutory share exchange, ; in each case, case as a result of which the holders of Common Stock would be converted into, or exchanged for, are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (any which shall comply with the Trust Indenture Act as in force at the date of execution of such event, a “Merger Event”), then, at supplemental indenture if such supplemental indenture is then required to so comply) providing that from and after the effective time date of such Merger Eventthe Business Combination, the right settlement of the Company’s obligations to convert Securities in accordance with the Notes provisions of Section 9.03 shall be changed into a right to convert the Notes at the Conversion Price for based on, and each share of Common Stock deliverable in respect of any such settlement shall consist of, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder which holders of one Common Stock are entitled to receive in respect of each share of Common Stock would have owned or been entitled to receive (upon the “Reference Property”) upon such Merger EventBusiness Combination. If For purposes of the Merger Event foregoing, where a Business Combination involves a transaction that causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes consideration will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Event, the anti-dilution and other adjustments set forth herein shall be applied in a manner as nearly equivalent as is possible to the adjustments provided for in this Article. If, in the case of any Merger Eventsuch Business Combination, the Reference Property stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock, securities stock or other property or securities and assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationPerson, as the case may be, in such Merger Eventthe Business Combination, then such supplemental indenture shall also be executed by such other Person shall agree to undertake the obligations of the Issuer in this Agreement and shall undertake contain such additional obligations provisions to protect the interests of the holders Holders of the Notes Securities as the Issuer Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If a Merger Event occurs, including to the Issuer shall promptly deliver to holders of extent practicable the Notes an Officers’ Certificate briefly stating provisions providing for the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) purchase rights set forth in Article 8 hereof. The Issuer Company shall not become a party to any Merger Event Business Combination unless its terms are materially consistent with the provisions of this SectionSection 9.09. The above provisions of this Section 9.09 shall similarly apply to successive Business Combinations. None of the foregoing provisions of this Section 9.09 shall affect the right of a holder Holder of Notes Securities to convert its Notes Securities in accordance with the provisions of this Article 9 prior to the effective date of such Merger Event. (d) The above provisions of a Business Combination. If this Section 9.09 applies to any event or occurrence, Section 9.04 hereof shall similarly apply to successive Merger Eventsnot apply.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 11.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Notes, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. If, in Article 11 and Article 10 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingNotes. (b) If Following the effective time of any such Reorganization Event, settlement of Notes converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Section 11.01(d)(i) and Section 11.01(d)(ii) above. The Conversion Rate will relate to units of Reference Property (a Merger Event occurs, the Issuer shall promptly deliver to holders “unit” of the Notes an Officers’ Certificate briefly stating the reasons therefor, Reference Property being the kind or and amount of cash, securities or reference property or asset that a holder of one share of Common Stock would have received in such transaction); and the Applicable Stock Price will comprise the be determined based on Last Reported Sale Prices of one unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withProperty. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 11.04 to be mailed to each Holder, at its address appearing on the Securities Register provided for in Section 305 of the Base Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 11.04 shall similarly apply to successive Reorganization Events. (e) If this Section 11.04 applies to any event or occurrence, Section 11.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its the Notes as set forth in and subject to Section 11.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder of a like number of shares of Common Stock immediately prior to such Reorganization Event would have been entitled to receive upon such Merger Reorganization Event. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany’s Board of Directors (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If a Merger Event occursFollowing the effective time of any such Reorganization Event, settlement of Securities converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Section 12.01(d)(i) and Section 12.01(d)(ii) above based on the Issuer shall promptly deliver to holders Daily Conversion Value and Daily VWAP of such Reference Property. For the Notes an Officers’ Certificate briefly stating the reasons thereforpurposes of determining such Daily Conversion Value and Daily VWAP, the kind or amount of cash, securities or property or asset that will comprise (i) if the Reference Property after any includes securities for which the price can be determined in a manner contemplated by the definition of Daily VWAP, then the value of such Merger Eventsecurities shall be determined in accordance with the principles set forth in such definition, any adjustment as determined in good faith by the Company’s Board of Directors (which determination shall be conclusive and binding); (ii) if the Reference Property includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be made with respect thereto the Fair Market Value of such property as determined by the Company’s Board of Directors in good faith; and that all conditions precedent have been complied with(iii) if the Reference Property includes cash, then the value of such cash shall be the amount thereof. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 12.04 to be mailed to each Holder, at its address appearing on the Securities Register provided for in Section 2.05 of this First Supplemental Indenture, within twenty (20) calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 12.04 shall similarly apply to successive Reorganization Events. (e) If this Section 12.04 applies to any event or occurrence, Section 12.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes Securities to convert its Notes the Securities as set forth in Section 12.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In If any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 11.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Notes, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. If, in Article 11 and Article 10 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingNotes. (b) If Following the effective time of any such Reorganization Event, settlement of Notes converted shall be in units of Reference Property or cash and units of Reference Property, if applicable, determined in accordance with Section 11.01(d) (i)-(iii) above. The Conversion Rate will relate to units of Reference Property (a Merger Event occurs, the Issuer shall promptly deliver to holders “unit” of the Notes an Officers’ Certificate briefly stating the reasons therefor, Reference Property being the kind or and amount of cash, securities or reference property or asset that a holder of one share of Common Stock would have received in such transaction); and the Applicable Stock Price will comprise the be determined based on Last Reported Sale Prices of one unit of Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied withProperty. (c) The Issuer Company shall cause notice of the execution of any supplemental indenture required by this Section 11.04 to be sent to each Holder, at its address appearing on the Securities Register provided for in Section 305 of the Base Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section 11.04 shall similarly apply to successive Reorganization Events. (e) If this Section 11.04 applies to any event or occurrence, Section 11.02 shall not apply in respect of such event or occurrence. (f) The Company shall not become a party to any Merger Reorganization Event unless its terms are consistent with this Sectionthe foregoing. None of the foregoing provisions shall affect the right of a holder Holder of Notes to convert its the Notes as set forth in and subject to Section 11.01 prior to the effective date time of such Merger Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a stock split, subdivision or combination), (ii) any consolidation, merger, combination or similar transaction involving the Issuer, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Issuer and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at and after the effective time of such Merger Event, the right to convert the Notes shall be changed into a right to convert the Notes at the Conversion Price for 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 (the “Reference Property”) upon such Merger Event. If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Event, the anti-dilution and other adjustments set forth herein shall be applied in a manner as nearly equivalent as is possible to the adjustments provided for in this Article. If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporation, as the case may be, in such Merger Event, then such other Person shall agree to undertake the obligations of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoing. (b) If a Merger Event occurs, the Issuer shall promptly deliver to holders of the Notes an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In Except as otherwise provided in Section 12.04, if any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Parent with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Parent and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon exchange of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder of a like number of shares of Common Stock immediately prior to such Reorganization Event would have been entitled to receive upon such Merger Reorganization Event. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Parent or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If a Merger Event occurs, the Issuer shall promptly deliver to holders of the Notes an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.

Effect of Recapitalizations, Reclassifications, and Changes of Common Stock. (a) In Except as otherwise provided in Section 12.04, if any of the case of: following events occur: (i) any recapitalization, reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a stock split, subdivision or combinationcombination to which Section 12.02(a) applies), , (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or similar transaction involving the Issuer, (iii) any sale, lease sale or other transfer conveyance to a third party another Person of all or substantially all of the consolidated property and assets of the Issuer Company and the Issuer’s Subsidiaries substantially as an entirety or (iv) any statutory share exchangeits Subsidiaries, in each case, case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such eventevent or transaction, a “Merger Reorganization Event”), then, at and after following the effective time of such Merger the Reorganization Event, the right to convert the Notes shall receive shares of Common Stock upon conversion of Securities, if any, will be changed into a right to convert the Notes at the Conversion Price for receive 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 (the “Reference Property”) that a Holder would have been entitled to receive upon such Merger EventReorganization Event in respect of Common Stock, as provided below. If the Merger Reorganization Event causes the Common Stock to be converted into, or exchanged for, into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property into which the Notes will be convertible shall be deemed to be (x) the weighted average 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 by the holders of Common Stock, and (ii) the Reference Property for purposes . The Company will notify Holders of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one share of Common Stock. The Issuer shall notify holders of such weighted average as soon as practicable after such determination is made. Following any Merger Upon such Reorganization Event, the anti-dilution Company or any Successor Company will enter into a supplemental indenture consistent with the foregoing. Such supplemental indenture shall provide for provisions and other adjustments set forth herein which shall be applied in a manner as nearly equivalent as is possible may be practicable to the provisions and adjustments provided for in this Article. IfArticle 12, in Article 10 and Article 11 and the case definition of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the successor or purchasing corporationFundamental Change, as appropriate, as determined in good faith by the case may beCompany (which determination shall be conclusive and binding), in to make such Merger Event, then provisions apply to such other Person shall agree to undertake if different from the obligations original issuer of the Issuer in this Agreement and shall undertake such additional obligations to protect the interests of the holders of the Notes as the Issuer shall reasonably consider necessary by reason of the foregoingSecurities. (b) If a Merger Event occurs, the Issuer shall promptly deliver to holders of the Notes an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (c) The Issuer shall not become a party to any Merger Event unless its terms are consistent with this Section. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes prior to the effective date of such Merger Event. (d) The above provisions of this Section shall similarly apply to successive Merger Events.