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

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole 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 “Share Exchange Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Company, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer Disposition to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such The supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section 14.07 shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes a change from no par value to par value, a change in par value or a change from par value to no par value, or changes resulting from a subdivision or combination),; (ii) any consolidation, merger or other combination involving the Company,; or (iii) any sale, lease or other transfer or disposition to a third party of all or substantially all of the Company’s and the Company’s its Subsidiaries’ consolidated assets, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Specified Corporate Event” and any such stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one share of the Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), thenthen the Company, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange the Specified Corporate Event, the right to convert each $1,000 principal amount of Notes shall will be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) Reference Property that a holder of a number of shares of the Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Specified Corporate 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 Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event such Specified Corporate Event: (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and Section 14.02; and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 shall instead be deliverable in the amount and type Units of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Specified Corporate Event and (III) the Daily VWAP shall be calculated based on the value of a unit Unit of Reference Property; provided, however, that if the holders of Common Stock receive only cash in such Specified Corporate Event, then for all conversions that occur after the effective date of such Specified Corporate Event (x) the consideration due upon conversion of each $1,000 principal aggregate 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 14.03), multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Company shall satisfy the Conversion Obligation by paying such cash to the converting Holder on the second Business Day immediately following the Conversion Date. If the Share Exchange Specified Corporate 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 shall be convertible shall be deemed to be the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify notify, in writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such the weighted average of the types and amounts of consideration received by the holders of Common Stock as soon as reasonably practicable after such determination is madedetermination. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Event, If the Reference Property in respect of any such Specified Corporate Event includes shares of stock, other securities or other property or assets (other than cash and/or cash equivalentsincluding any combination thereof) of a Person an entity other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person entity, if it is an Affiliate of the Company or a party to such Successor CompanySpecified Corporate Event, shall also execute such supplemental indenture shall also be executed by indenture, and such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their Notes upon a Fundamental Change in accordance with Article 15, as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with furnish to the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset other assets (including any combination thereof) that will comprise a unit of the Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder 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) If the Notes become convertible into Reference Property, the Company shall notify the Trustee in writing and issue a press release containing the relevant information, disclose the relevant information in a Current Report on Form 8-K or post such information on the Company’s website. (d) The Company shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes Holder 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Specified Corporate Event. (de) [Reserved]. (f) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination),; (ii) any consolidation, merger or other combination involving the Company,; or (iii) any sale, lease or other transfer or disposition to a third party (other than to any of the Company’s Wholly-Owned Subsidiaries) of all or substantially all of the Company’s and the Company’s its Subsidiaries’ consolidated assets, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Specified Corporate Event” and any such stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one share of the Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), thenthen the Company, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange the Specified Corporate Event, the right to convert each $1,000 principal amount of Notes shall for shares of Common Stock will be changed into a right to convert such principal amount of Notes into for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) Reference Property that a holder of a number of shares of the Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Specified Corporate 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 Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event such Specified Corporate Event: (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and Section 14.02; and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 shall instead be deliverable in the amount and type Units of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Specified Corporate Event and (III) the Daily VWAP shall be calculated based on the value of a unit Unit of Reference Property; provided, however, that if the holders of Common Stock receive only cash in such Specified Corporate Event, then for all conversions that occur after the effective date of such Specified Corporate Event (x) the consideration due upon conversion of each $1,000 principal aggregate 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 14.03), multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Company shall satisfy the Conversion Obligation by paying such cash to the converting Holder on the second Business Day immediately following the Conversion Date. If the Share Exchange Specified Corporate 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 shareholder election), then (i) the Reference Property into which the Notes will shall be convertible shall be deemed to be the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify notify, in writing, the Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such the weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Event, If the Reference Property in respect of any such Specified Corporate Event includes shares of stock, other securities or other property or assets (other than cash and/or cash equivalentscash) (including any combination thereof) of a Person an entity other than the Company or the Successor Companysuccessor or purchasing Person, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person entity, if it is an Affiliate of the Company or a party to such Successor CompanySpecified Corporate Event, shall also execute such supplemental indenture shall also be executed by indenture, and such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their Notes upon a Fundamental Change in accordance with Article 15, as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with furnish to the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset other assets (including any combination thereof) that will comprise a unit of the Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) If the Notes become convertible into Reference Property, the Company shall notify the Trustee in writing and (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on the Company’s website. (d) The Company shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes Holder 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Specified Corporate Event. (de) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 14.02 Section 13.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for the Sponsor Note, and anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will shall execute with the Trustee a supplemental indentureindenture permitted under Section 10.01(g) providing that, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event. However; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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. The Company shall notify 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. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall shall, if the Reference Property includes equity securities, provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger merger, combination or combination similar transaction involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange the Merger Event, the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, will shall execute a supplemental indenture with the Trustee a supplemental indenture, without the consent of HoldersTrustee, providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 (subject to the Company’s right to elect Cash Settlement of Combination Settlement) 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such The supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalentsincluding any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such , and the supplemental indenture shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall shall, in addition to the documents required under Section 10.05, promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Specified Corporate Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, will shall execute with the Trustee a supplemental indentureindenture permitted under Section 10.02(l) providing that, without the consent of Holders, providing that at and after the effective time of such Share Exchange Specified Corporate Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Specified Corporate 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 the occurrence of such Share Exchange Event. However, at Specified Corporate Event and after the effective time of the Share Exchange Event (A) the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, shall continue to have execute with the Trustee a supplemental indenture providing for such change in the right to determine the form convert each $1,000 principal amount of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference PropertyNotes. If the Share Exchange Specified Corporate 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 shareholder 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 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 of the Common Stock receive only cash in such Share Exchange Specified Corporate Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Specified Corporate Event (A) 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 14.03Sections 14.01(b), 14.03 and 14.04), multiplied by the price paid per share of Common Stock in such Share Exchange Specified Corporate Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for (x) anti-dilution and other adjustments that are shall be as nearly equivalent as possible practicable to the adjustments provided for in this ‎Article 14 Article 14, with respect to the portion of any Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity, and (y) with respect to any other Reference Property (other than cash), such adjustments (if any) that the Board of Directors determines in good faith are appropriate. If, in the case of any Share Exchange Specified Corporate Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person is an Affiliate of the Company or will also execute such Successor Companysupplemental indenture, and such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall will contain such additional provisions to protect the interests of the Holders Holders, including the right of holders to require the Company to purchase their Notes upon a Fundamental Change as set forth in Article 15, as the Board of Directors reasonably considers consider necessary by reason of the foregoing. If the notes become convertible into Reference Property, including the provisions providing for Company shall notify in writing the purchase rights set forth in ‎Article 15Holders, the Trustee and the Conversion Agent (if other than the Trustee). (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 14.08, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Security Register provided for in the Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section 14.07Section 14.08. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, all as set forth in ‎Section Section 14.01 and ‎Section 14.02 Section 14.02, prior to the effective date of such Share Exchange Specified Corporate Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor CompanyCompany or acquiring company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of the Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if and such other Person is an Affiliate of the Company or such Successor Companythe successor or purchasing corporation, as the case may be, then such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver mail or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed or sent to each Holder 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or 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 “Share Exchange Specified Corporate Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, will shall execute with the Trustee a supplemental indentureindenture permitted under Section 10.01(m) providing that, without the consent of Holders, providing that at and after the effective time of such Share Exchange Specified Corporate Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Specified Corporate 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 the occurrence of such Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event Specified Corporate Event, (A) the Company or the Successor Companysuccessor or acquiring corporation, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, delivered upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (Ix) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (IIy) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 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 received been entitled to receive in such Share Exchange Specified Corporate Event and (IIIz) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange Specified Corporate 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 shareholder 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 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 of the Common Stock receive only cash in such Share Exchange Specified Corporate Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Specified Corporate Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Specified Corporate Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for (x) anti-dilution and other adjustments that are shall be as nearly equivalent as possible practicable to the adjustments provided for in this ‎Article 14 Article 14, with respect to the portion of any Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity, and (y) with respect to any other Reference Property (other than cash), such adjustments (if any) that the Board of Directors determines in good faith are appropriate. If, in the case of any Share Exchange Specified Corporate Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person is an Affiliate of the Company or will also execute such Successor Companysupplemental indenture, and such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall will contain such additional provisions to protect the interests of the Holders Holders, including the right of holders to require the Company to purchase their Notes upon a Fundamental Change as set forth in Article 15, as the Board of Directors reasonably considers consider necessary by reason of the foregoing. If the notes become convertible into Reference Property, including the provisions providing for Company shall notify in writing the purchase rights set forth in ‎Article 15Holders, the Trustee and the Conversion Agent (if other than the Trustee). (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register provided for in 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. (c) The Company shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, all as set forth in ‎Section Section 14.01 and ‎Section 14.02 Section 14.02, prior to the effective date of such Share Exchange Specified Corporate Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 14.02 Section 13.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger merger, combination or combination similar transaction involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the Company or the successor or acquiring Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) providing that the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event. However; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the Any such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company (i) shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and (ii) shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 14.02 Section 13.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assetsSubsidiaries substantially as an entirety, taken as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing company, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Companysuccessor or purchasing Person, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Merger Event includes, in whole or in part, shares of Common Equity or securities convertible common equity other Capital Stock that may be converted into or exchangeable exchanged for shares of Common Equitycommon equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article Article 14 with respect to the portion of Reference Property consisting of such Common Equity common equity or securities convertible into or exchangeable for shares of Common Equityother Capital Stock. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or or cash equivalents) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person (if such Person is an Affiliate of the Company or the successor or purchasing corporation) and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination),; (ii) any consolidation, merger or other combination involving the Company,Pubco; or (iii) any sale, lease or other transfer or disposition to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assetsassets of Pubco, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Specified Corporate Event” and any such stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one share of Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), thenthen the Issuer, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, will execute with the Trustee a Trustee, which supplemental indenture, without indenture shall not require the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange the Specified Corporate Event, the right to convert exchange each $1,000 principal amount of Notes shall for shares of Common Stock will be changed into a right to convert exchange such principal amount of Notes into for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Share Exchange Specified Corporate 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 Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event Specified Corporate Event: (A) the Company or the Successor Company, as the case may be, Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion exchange of Notes in accordance with ‎Section 14.02 and Section 14.02; and (B) (I) any amount payable in cash upon conversion exchange of the Notes in accordance with ‎Section 14.02 Section 14.02(b) shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver deliverable upon conversion exchange of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type Units of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Specified Corporate Event and (III) the Daily VWAP shall be calculated based on the value of a unit Unit of Reference Property; provided, however, that if the holders of the Common Stock receive only cash in such Specified Corporate Event, then for all exchanges that occur after the effective date of such Specified Corporate Event (x) the consideration due upon exchange of each $1,000 principal aggregate amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date, multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Issuer shall satisfy the Exchange Obligation by paying such cash to the exchanging Holder on the second Business Day immediately following the Exchange Date. If the Share Exchange Specified Corporate 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 shall be convertible exchangeable shall be deemed to be the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company Issuer shall notify Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) in writing of such the weighted average as soon as reasonably practicable after such determination is madedetermination. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Event, If the Reference Property in respect of any Specified Corporate Event includes shares of stock, other securities or other property or assets (other than cash and/or cash equivalentscash) (including any combination thereof) of a Person an entity other than the Company Pubco or the Successor CompanyIssuer or the successor or purchasing corporation, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person entity, if it is an Affiliate of the Company or party to such Successor CompanySpecified Corporate Event, shall also execute such supplemental indenture shall also be executed by indenture, and such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Issuer to repurchase their Notes upon a Fundamental Change in accordance with Article 15, as the Board of Directors Pubco shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When In the Company executes event the Issuer shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company Issuer shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset other assets (including any combination thereof) that will comprise a unit of the Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered send notice thereof to all Holders. The Company Issuer shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder 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) If the Notes become exchangeable for Reference Property, the Issuer shall notify the Trustee in writing and Pubco shall issue a press release containing the relevant information and publish the information on its website or through such other public medium as it may use at that time. (d) The Company Issuer and Pubco shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes Holder to convert exchange 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Specified Corporate Event. (de) [reserved]. (f) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01 (f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 14.02 Section 13.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to the par value or changes resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or 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, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Eventthe transaction, the Company or the Successor Companysuccessor or purchasing Person, as the case may be, will shall execute with the Trustee a supplemental indenture, without the consent of Holders, permitted under Section 10.01(g) providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event. However; provided, however, that at and after the effective time of the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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. The Company shall notify 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. If the holders of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the CompanyAK Holding, (iii) any sale, lease or other transfer to a third party of all or the consolidated assets of AK Holding and its Subsidiaries substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert exchange each $1,000 principal Principal amount of Notes shall be changed into a right to convert exchange such principal Principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 11.01(h) of the Base Indenture providing for such change in the right to exchange each $1,000 Principal amount of Notes; provided, however, that at and after the effective time of the Share Merger Event the Exchange Event Obligation shall be calculated and settlement in accordance with Section 10.02 shall apply such that (A) the amount otherwise payable in cash upon exchange of the Notes as set forth under Section 10.02 shall continue to be payable in cash, (B) the Company or the Successor Company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid or delivered, as the case may be, in respect of the remainder, if any, of the Exchange Obligation in excess of the Principal amount of the Notes being exchanged as set forth under Section 10.02, (C) the number of shares of Common Stock, if any, otherwise deliverable upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion exchange of the Notes in accordance with ‎Section 14.02 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 14.02 Section 10.02 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 received in such Share Exchange Merger Event and (IIID) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 for which the Notes will be convertible exchangeable shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election, 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs exchanges that occur after the effective date of such Share Exchange Merger Event (Ax) the consideration due upon conversion exchange of each $1,000 principal Principal amount of Notes shall be solely cash in an amount equal to the Conversion Exchange Rate in effect on the Conversion Exchange Date (as may be increased by any Additional Shares pursuant to ‎Section 14.03Section 10.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (By) the Company shall satisfy the Conversion Exchange Obligation by paying such cash amount to converting exchanging Holders on the second third Business Day immediately following the relevant Conversion Exchange Date. The Company shall notify Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 10. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Company’s Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article 11. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 10.07, the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Security Register provided for in the 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section 14.07Section 10.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert exchange its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableif any, as set forth in ‎Section 14.01 Section 10.01 and ‎Section 14.02 Section 10.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form number of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference PropertyMerger Event. If the Share Exchange 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 the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election, 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers 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 15Article 14. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 13.07(a), the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise a unit of the Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section 14.07Section 13.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger merger, binding share exchange or combination involving the Company,, or (iii) any sale, lease or other transfer conveyance to a third party of all another Person or substantially all entity of the Company’s consolidated assets of the Company and the Company’s Subsidiaries’ consolidated assets, taken its subsidiaries substantially as a whole or (iv) any statutory share exchangean entirety, 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 “Share Exchange Event”, and such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Share Exchange 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, at and after the effective time of such Share Exchange Event, (A) the consideration due upon conversion of any Note, and the conditions to any such conversion, shall be determined in the same manner as if each reference to any number of shares of Common Stock in Article 13 (or in any related definitions or provisions) were instead a reference to the same number of Reference Property Units; (B) the Daily VWAP shall be calculated based on the value of a Reference Property Unit; and (C) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” the term “Common Stock” shall be deemed to mean Common Equity (or ADRs or other interests in respect of Common Equity), if any, forming part of such Reference Property. In addition, prior to or at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities successor or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Companypurchasing Person, as the case may be, shall continue to have execute with the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (BTrustee a supplemental indenture permitted under Section 10.01(c) (I) any amount payable in cash upon conversion of providing that the Notes will be convertible as described in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Propertythis Section 13.07. If the Share Exchange 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 composition of the Reference Property into which the Notes will be convertible Unit shall be deemed to be the weighted average of the types and amounts of consideration actually received by the all holders of Common Stock. The Company shall notify Holders and, in writing, the Trustee and the Conversion Agent (iiif other than the Trustee) of such composition of 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 StockUnit as soon as reasonably practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs on or after the effective date of such Share Exchange Event (Ai) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (Bii) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on or before the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Any supplemental indenture providing that the Notes will be convertible as described in the second immediately preceding paragraph shall shall, to the extent applicable, also provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to Article 13; provided that, for the portion avoidance of doubt, if the Reference Property consisting in respect of any such Common Equity or securities convertible into or exchangeable Share Exchange Event consists solely of cash, such supplemental indenture will not be required to provide for shares of Common Equitysuch anti-dilution adjustments. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article 14. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property Unit after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07Section 13.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock cash or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assetsSubsidiaries substantially as an entirety, taken as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing company, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event the Conversion Obligation shall be calculated and settlement in accordance with Section 14.02 such that (A) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 14.02 shall continue to be payable in cash, (B) the Company or the Successor Company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid or delivered, as the case may be, upon conversion in respect of the remainder, if any, of the Conversion Obligation in excess of the principal amount of the Notes in accordance with ‎Section 14.02 and being converted as set forth under Section 14.02, (BC) (I) any amount payable in cash the number of shares of Common Stock, if any, otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (IIID) the Daily VWAP shall be calculated based on the value of a unit of Reference PropertyProperty that a holder of one share of the Common Stock would have received in such Merger Event. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company Company, the successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered give notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered given to each Holder within 20 calendar days after execution thereof. Failure to deliver give such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableif any, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event. (f) For purposes of this Section 14.07, “Company” shall be deemed to include any successor or purchasing Person, as the case may be.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer Disposition to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 14.02 Section 14. 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 14. 03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such The supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution anti -dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14. 07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall 14.07(d)shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole an entirety or (iv) any statutory share exchange, in each case, as a result of which holders of the Common Stock would be converted into, or exchanged for, entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(j) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 Section 13.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 Section 13.02 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 14.02 Section 13.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 13. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder Holder, as 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company,Issuer, or (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Issuer and the CompanyIssuer’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or (iv) any statutory share exchangean entirety, 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Issuer or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, Issuer shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company Issuer would have been required to deliver upon conversion of the Notes in accordance with ‎Section Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company Issuer shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company Issuer shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including including, to the extent required by the Board of Directors and practicable, the provisions providing for the purchase repurchase rights set forth in ‎Article Article 15. (b) When the Company Issuer executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company Issuer shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company Issuer shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register provided for in the 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 Company Issuer shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder Holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i1) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination),; (ii2) any consolidation, merger or combination involving the Company,; (iii3) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken its Subsidiaries substantially as a whole an entirety; or (iv4) 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall automatically be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 8.01(4) hereof 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 the Share Exchange Merger Event the Conversion Obligation shall be calculated and settlement in accordance with Section 11.02 hereof such that (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form number of consideration to be paid or delivered, as the case may be, upon conversion shares of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash Common Stock otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 Section 11.02 hereof 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 received been entitled to receive in such Share Exchange Merger Event and (IIIB) the Daily VWAP Conversion Rate shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election, 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (Ax) 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 additional shares pursuant to ‎Section 14.03Sections 11.03 and 11.04 hereof), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (By) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 11. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 11.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of the Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its registered address, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section 14.07Section 11.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 11.01 and ‎Section 14.02 Section 11.02 hereof prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section 11.07 shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assets, taken as a whole 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 “Share Exchange Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Company, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders as the Board of Directors reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor CompanyCompany or purchasing company, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger merger, binding share exchange or combination involving the Company,, or (iii) any sale, lease or other transfer conveyance to a third party of all another Person or substantially all entity of the Company’s consolidated assets of the Company and the Company’s Subsidiaries’ consolidated assets, taken its subsidiaries substantially as a whole or (iv) any statutory share exchangean entirety, 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 “Share Exchange Event”, and such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Share Exchange 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, at and after the effective time of such Share Exchange Event, (A) the consideration due upon conversion of any Note, and the conditions to any such conversion, shall be determined in the same manner as if each reference to any number of shares of Common Stock in Article 13 (or in any related definitions or provisions) were instead a reference to the same number of Reference Property Units; (B) the Daily VWAP shall be calculated based on the value of a Reference Property Unit; and (C) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” the term “Common Stock” shall be deemed to mean Common Equity (or ADRs or other interests in respect of Common Equity), if any, forming part of such Reference Property. In addition, prior to or at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities successor or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Companypurchasing Person, as the case may be, shall continue to have execute with the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (BTrustee a supplemental indenture permitted under Section 10.01(c) (I) any amount payable in cash upon conversion of providing that the Notes will be convertible as described in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Propertythis Section 13.07. If the Share Exchange 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 composition of the Reference Property into which the Notes will be convertible Unit shall be deemed to be the weighted average of the types and amounts of consideration actually received by the all holders of Common Stock. The Company shall notify Holders and, in writing, the Trustee and the Conversion Agent (iiif other than the Trustee) of such composition of 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 StockUnit as soon as reasonably practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs on or after the effective date of such Share Exchange Event (Ai) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (Bii) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on or before the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Any supplemental indenture providing that the Notes will be convertible as described in the second immediately preceding paragraph shall shall, to the extent applicable, also provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to Article 13; provided that, for the portion avoidance of doubt, if the Reference Property consisting in respect of any such Common Equity or securities convertible into or exchangeable Share Exchange Event consists solely of cash, such supplemental indenture will not be required to provide for shares of Common Equitysuch anti-dilution adjustments. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article 14. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property Unit after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07Section 13.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assetsSubsidiaries substantially as an entirety, taken as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing company, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event the Conversion Obligation shall be calculated and settlement in accordance with Section 14.02 such that (A) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 14.02 shall continue to be payable in cash, (B) the Company or the Successor Company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid or delivered, as the case may be, upon conversion in respect of the remainder, if any, of the Conversion Obligation in excess of the principal amount of the Notes in accordance with ‎Section 14.02 and being converted as set forth under Section 14.02, (BC) (I) any amount payable in cash the number of shares of Common Stock, if any, otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (IIID) the Daily VWAP shall be calculated based on the value of a unit of Reference PropertyProperty that a holder of one share of the Common Stock would have received in such Merger Event. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company Company, the successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered give notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered given to each Holder within 20 calendar days after execution thereof. Failure to deliver give such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableif any, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event. (f) For purposes of this Section 14.07, “Company” shall be deemed to include any successor or purchasing Person, as the case may be.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger merger, combination or combination similar transaction involving the CompanyBorrower, (iii) any sale, lease or other transfer to a third party of all or substantially all assets of the Company’s Borrower and the Company’s its Subsidiaries’ consolidated assets, taken as a whole ; 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, or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the conversion right to convert each $1,000 principal amount of Notes the Lender shall be changed into a right to convert such principal amount of Notes amounts into 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 a number of shares of Common Stock equal to the Conversion Rate Converted Shares immediately prior to such Share Exchange 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 Share Exchange Event. HoweverMerger Event and, prior to or at and after the effective time of such Merger Event, the Share Exchange Event (A) the Company Borrower or the Successor Companysuccessor or purchasing Person, as the case may be, shall continue to have execute with the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 shall instead be deliverable Lender a supplemental agreement providing for such change in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event and option to convert (III“Supplemental Agreement”). (b) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 amounts due hereunder 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs occur after the effective date of such Share Exchange Event Merger Event, (A) 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 number of originally Converted Shares pursuant to ‎Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) shall be paid to the Company shall satisfy Converting Lenders on or before the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Business Day upon which the Conversion DateNotice was received. The Company Borrower shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing Lender of any such weighted average referred to in the first sentence of this paragraph as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. . (c) If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture Supplemental Agreement shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders Converting Lenders as the Board board of Directors directors of the Borrower shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (bd) When the Company Borrower executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Supplemental Agreement, the Company Borrower shall promptly file with deliver to the Trustee Lender a certificate, signed by an Officer’s Certificate Officer of the Borrower, briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all HoldersConverting Lenders. The Company Borrower shall cause notice of the execution of such supplemental indenture Supplemental Agreement to be delivered given to each Holder Converting Lender within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureSupplemental Agreement. (ce) The Company Borrower shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section 14.07Section 8.6. None of the foregoing provisions shall affect the right of a holder of Notes Lender to convert its Notes any portion of the Term Loan into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section 14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Merger Event. (df) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value or no par value, or changes resulting from a subdivision or combinationcombination or the automatic conversion of the Class B Common Stock into Common Stock pursuant to the terms of the Company’s amended and restated certificate of incorporation), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets and properties of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange such Merger Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article Article 14 with respect to the portion of the Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalents) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Merger Event, then such supplemental indenture shall also be executed by such other Person (if such other Person is an Affiliate of the Company or such Successor Companythe successor or purchasing corporation, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture as the case may be) and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors Company in good faith reasonably considers necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock Common Equity after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assetsSubsidiaries substantially as an entirety, taken as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Companysuccessor or purchasing company, as the case may be, will execute with the Trustee a supplemental indentureTrustee, without the consent of the Holders, a supplemental indenture providing that that, at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event the Conversion Obligation shall be calculated and settlement in accordance with Section 14.02 such that (A) the amount otherwise payable in cash upon conversion of the Notes as set forth under Section 14.02 shall continue to be payable in cash, (B) the Company or the Successor Company, as the case may be, shall continue to have the right to elect to determine the form of consideration to be paid or delivered, as the case may be, upon conversion in respect of the remainder, if any, of the Conversion Obligation in excess of the principal amount of the Notes in accordance with ‎Section 14.02 and being converted as set forth under Section 14.02, (BC) (I) any amount payable in cash the number of shares of Common Stock, if any, otherwise deliverable upon conversion of the Notes in accordance with ‎Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (IIID) the Daily VWAP shall be calculated based on the value of a unit of Reference PropertyProperty that a holder of one share of the Common Stock would have received in such Merger Event. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company Company, the successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and an Opinion of Counsel stating that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered give notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered given to each Holder within 20 calendar days after execution thereof. Failure to deliver give such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicableif any, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event. (f) For purposes of this Section 14.07, “Company” shall be deemed to include any successor or purchasing Person, as the case may be.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the CompanyCompany (or, after the effective time of the Tornier Merger Transaction and after giving effect to the requirements and other provisions described in this Section 14.07 as they relate to the Tornier Merger Transaction, Tornier), (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries (or, after the effective time of the Tornier Merger Transaction and after giving effect to the requirements and other provisions described in this Section 14.07 as they relate to the Tornier Merger Transaction, of Tornier and its Subsidiaries’ consolidated assets, taken ) substantially as a whole 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 “Share Exchange Reorganization Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Reorganization Event, upon conversion of the right Notes the Settlement Amount shall continue to convert each $1,000 principal amount be paid in solely cash; provided, however, that the Daily VWAP from and after the effective time of Notes such Reorganization Event shall be changed into a right to convert such principal amount calculated based on the value of Notes into 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 a number one share of shares of the Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Reorganization Event would have owned or been entitled to receive upon the occurrence of such Reorganization Event (such shares of stock, other securities or other property or assets (including cash or any combination thereof) 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 Share Exchange Event. However), at and after except that, in the effective time case of the Share Exchange Event (A) the Company or the Successor CompanyTornier Merger Transaction, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of the sum of (x) the amount of cash that a unit holder of Reference Propertyone share of Common Stock shall be entitled to receive in the Tornier Merger Transaction, if any, and (y) the number of Tornier Ordinary Shares that a holder of one share of Common Stock shall be entitled to receive in the Tornier Merger Transaction. If Prior to or at the Share Exchange effective time of such Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) providing for such change in the right to convert each $1,000 principal amount of Notes. Notwithstanding the foregoing, in the case of the Permitted Tornier Merger Transaction, Tornier shall not be required to execute a supplemental indenture until 90 days after the effective date of the Permitted Tornier Merger Transaction. For purposes of the foregoing, if the Reorganization 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 used to determine the amount of cash into which the Notes will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the Common StockStock that affirmatively make such an election, except that, in the case of the Tornier Merger Transaction, the Reference Property will be based on the number of Tornier Ordinary Shares equal to the Conversion Rate, subject to adjustment as described in this Article 14 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 the Common Stock, except that, in the case of the Tornier Merger Transaction, such unit of Reference Property shall refer to the consideration referred to in clause (i) attributable to one Tornier Ordinary Share. If the holders of the Common Stock receive only cash in such Share Exchange Reorganization Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Reorganization Event (Ax) 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 Cash Make-Whole Premium pursuant to ‎Section Section 14.03), multiplied by the price paid per share of the Common Stock in such Share Exchange Reorganization Event and (By) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If For the Reference Property avoidance of doubt, for purposes of the foregoing, the cash and number of Tornier Ordinary Shares that a holder of one share of Common Stock will be entitled to receive in respect the Tornier Merger Transaction will be determined without giving effect to any rounding down to the nearest Tornier Ordinary Share and excluding any cash paid for fractional Tornier Ordinary Shares as a result of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such rounding. Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Reorganization Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Reorganization Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including including, to the extent reasonably considered necessary by the Board of Directors, the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Reorganization Event unless its terms are consistent with this ‎‎Section Section 14.07; provided, however, that for the purposes of this Section 14.07(c) it is agreed and understood that the terms of the Permitted Tornier Merger Transaction are consistent with this Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Reorganization Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Reorganization Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes a change in par value, or from par value to no par value, or resulting from no par value to par value, or as a result of a share split, subdivision or combinationcombination for which an adjustment has been made pursuant to Section 14.04(a)), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(f) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) . Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor CompanyCompany or acquiring company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of the Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if and such other Person is an Affiliate of the Company or such Successor Companythe successor or purchasing corporation, as the case may be, then such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination),; (ii) any consolidation, merger or other combination involving the Company,Avaya; or (iii) any sale, lease or other transfer or disposition to a third party of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assetsassets of Avaya, taken as a whole whole; or (iv) any statutory share exchange, in each case, as a result of which the Common Stock would be converted into, or exchanged for, for stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Specified Corporate Event” and any such stock, other securities, other property or assets (including cash or any combination thereof), “Reference Property” and the amount of Reference Property that a holder of one share of Common Stock immediately prior to such Specified Corporate Event would have been entitled to receive upon the occurrence of such Specified Corporate Event, a “Unit of Reference Property”), then, at the effective time of such Share Exchange Event, then the Company and Avaya or the Successor Companysuccessor or purchasing Person, as the case may be, will execute with the Trustee a supplemental indenture, without indenture (which supplemental indenture shall not require the consent of the Holders) providing that, providing that at and after the effective time of such Share Exchange the Specified Corporate Event, the right to convert exchange each $1,000 principal amount of Notes shall for shares of Common Stock will be changed into a right to convert exchange such principal amount of Notes into for the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Exchange Rate immediately prior to such Share Exchange Specified Corporate 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 Share Exchange Specified Corporate Event. However; provided, however, that at and after the effective time of the Share Exchange Event Specified Corporate Event: (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion exchange of Notes in accordance with ‎Section 14.02 and Section 14.02; and (B) (I) any amount payable in cash upon conversion exchange of the Notes in accordance with ‎Section Section 14.02 shall continue to be payable in cash, (II) any shares of Common Stock that the Company would have been required to deliver deliverable upon conversion exchange of the Notes in accordance with ‎Section Section 14.02 shall instead be deliverable in the amount and type Units of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Specified Corporate Event and (III) the Daily VWAP shall be calculated based on the value of a unit Unit of Reference Property. ; provided, however, that if the holders of the Common Stock receive only cash in such Specified Corporate Event, then for all exchanges that occur after the effective date of such Specified Corporate Event (x) the consideration due upon exchange of each $1,000 principal aggregate amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the Exchange Date (as may be increased by any Additional Shares pursuant to Section 14.03), multiplied by the price paid per share of Common Stock in such Specified Corporate Event and (y) the Company shall satisfy the Exchange Obligation by paying such cash to the exchanging Holder on the second Business Day immediately following the Exchange Date. (b) If the Share Exchange Specified Corporate 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 shall be convertible exchangeable shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of the 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 of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Exchange Agent (if other than the Trustee) in writing of such the weighted average as soon as reasonably practicable after such determination determination. Such supplemental indenture described in the second immediately preceding paragraph providing that the Notes will be exchangeable for Reference Property shall also provide for anti-dilution and other adjustments that shall be as nearly equivalent as is madepossible to the adjustments provided for in this Article 14. If the Reference Property in respect of any Share Exchange Specified Corporate Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, other securities or other property or assets (other than cash and/or cash equivalentscash) (including any combination thereof) of a Person an entity other than Avaya or the Company or the Successor Companysuccessor or purchasing Person, as the case may be, in such Share Exchange Specified Corporate Event, then if such other Person is an Affiliate of the Company or such Successor Company, entity shall also execute such supplemental indenture shall also be executed by indenture, and such other Person. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their Notes upon a Fundamental Change of Control in accordance with Article 15, as the Board of Directors of Avaya shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (bc) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07Section 14.07(a), the Company shall promptly file with deliver to the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or securities, property or asset other assets (including any combination thereof) that will comprise a unit Unit of Reference Property after any such Share Exchange Specified Corporate Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered send notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered sent to each Holder 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. (cd) If the Notes become exchangeable for Reference Property, the Company shall notify the Trustee in writing and Avaya shall issue a press release containing the relevant information and publish the information on its website or through such other public medium as it may use at that time. (e) The Company and Avaya shall not become a party to any Share Exchange Specified Corporate Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes Holder to convert exchange 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Specified Corporate Event. (df) The above provisions of this Section shall similarly apply to successive Share Exchange Specified Corporate Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under ‎Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Companysuccessor or purchasing Person, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common Equity14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation (excluding, for the avoidance of doubt, cash paid by such Person or successor or purchasing corporation), as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a) of this ‎Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section ‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 and ‎Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Merger Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Merger Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, conveyance, lease or other transfer to a third party disposal of all or substantially all of the Company’s and the Company’s Subsidiaries’ consolidated assetsassets to any Person, taken as a whole 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, securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g) 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Merger Event (A) 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 effective date of such Merger Event (as may be increased by any Additional Shares pursuant to ‎Section Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding preceeding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register, or otherwise send in accordance with the applicable procedures of the Depositary in the case of Global Notes, 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 Company shall not become a party to any Share Exchange agreement providing for any Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger merger, binding share exchange or combination involving the Company,, or (iii) any sale, lease or other transfer conveyance to a third party of all another Person or substantially all entity of the Company’s consolidated assets of the Company and the Company’s Subsidiaries’ consolidated assets, taken its subsidiaries substantially as a whole or (iv) any statutory share exchangean entirety, 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 “Share Exchange Event”, and such stock, other securities, other property or assets, the “Reference Property,” and the amount and kind of Reference Property that a holder of one share of Common Stock would be entitled to receive on account of such Share Exchange 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, at and after the effective time of such Share Exchange Event, (A) the consideration due upon conversion of any Note, and the conditions to any such conversion, shall be determined in the same manner as if each reference to any number of shares of Common Stock in Article 13 (or in any related definitions or provisions) were instead a reference to the same number of Reference Property Units; (B) the Daily VWAP shall be calculated based on the value of a Reference Property Unit; and (C) for purposes of the definitions of “Fundamental Change” and “Make-Whole Fundamental Change,” the term “Common Stock” shall be deemed to mean Common Equity (or ADRs or other interests in respect of Common Equity), if any, forming part of such Reference Property. In addition, prior to or at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities successor or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However, at and after the effective time of the Share Exchange Event (A) the Company or the Successor Companypurchasing Person, as the case may be, shall continue to have execute with the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (BTrustee a supplemental indenture permitted under Section 10.01(c) (I) any amount payable in cash upon conversion of providing that the Notes will be convertible as described in accordance with ‎Section 14.02 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 14.02 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 received in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Propertythis Section 13.07. If the Share Exchange 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 composition of the Reference Property into which the Notes will be convertible Unit shall be deemed to be the weighted average of the types and amounts of consideration actually received by the all holders of Common Stock. The Company shall notify Holders and, in writing, the Trustee and the Conversion Agent (iiif other than the Trustee) of such composition of 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 StockUnit as soon as reasonably practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs on or after the effective date of such Share Exchange Event (Ai) 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 14.03Section 13.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (Bii) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on or before the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Any supplemental indenture providing that the Notes will be convertible as described in the second immediately preceding paragraph shall shall, to the extent applicable, also provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to Article 13; provided that, for the portion avoidance of doubt, if the Reference Property consisting in respect of any such Common Equity or securities convertible into or exchangeable Share Exchange Event consists solely of cash, such supplemental indenture will not be required to provide for shares of Common Equitysuch anti-dilution adjustments. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors Company shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article 15Article 14. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section 14.07Section 13.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property Unit after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07Section 13.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 14.01 Section 13.01 and ‎Section 14.02 Section 13.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole or (iv) any statutory share exchange, an entirety or in each case, as a result in which holders of which the Common Stock would be converted intoare entitled to receive cash, securities or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) for their shares of Common Stock (any such event, a “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Merger Event and, prior to or at the effective time of such Merger Event. However, the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture permitted under Section 10.01 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 the Share Exchange Merger Event (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section with, and subject to the limitations set forth in, Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Merger Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 the weighted average of the types and amounts of consideration actually received by the holders of Common StockStock that affirmatively make such an election, 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 of the Common Stock receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (Ax) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (By) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers 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 Article 15. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefortherefore, the kind or amount of cash, securities or property or asset that will comprise a unit of the Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. In addition, the Company shall issue a press releasing containing such information and shall make such press release available on its website. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder 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 Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in a change to par value, or from par value to no par value, or changes resulting from a subdivision or combination), (ii) any consolidation, merger merger, combination or combination similar transaction involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Event”), then, at the effective time of such Share Exchange Event, then the Company or the Successor Companysuccessor or purchasing company, as the case may be, will shall execute with the Trustee a supplemental indenture, indenture without the consent of Holdersthe Holders permitted under Section 10.01(i) providing that, providing that at and after the effective time of such Share Exchange Event, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into 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 a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Share Exchange 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 Share Exchange Event. However; provided, however, that at and after the effective time of the Share Exchange Event Event, (A) the Company or the Successor Company, as the case may be, shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, upon conversion of Notes in accordance with ‎Section Section 14.02 and (B) (I) any amount payable in cash upon conversion of the Notes in accordance with ‎Section Section 14.02 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 Section 14.02 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 received been entitled to receive in such Share Exchange Event and (III) the Daily VWAP shall be calculated based on the value of a unit of Reference Property. If the Share Exchange 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 used to calculate the Daily VWAP, as the case may be, shall be deemed to be the weighted average of 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. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. If the holders of the Common Stock receive only cash in such Share Exchange Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Share Exchange Event (A) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Event and (B) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company or the Successor Companysuccessor or purchasing corporation, as the case may be, in such Share Exchange Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person (if such Person is a party to the relevant Share Exchange Event) and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When the Company executes a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered to each Holder within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Event unless its terms are consistent with this ‎‎Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes 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 Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.

Effect of Recapitalizations, Reclassifications and Changes of the Common Stock. (a) In the case of: (i) any recapitalization, reclassification or change of the Common Stock (other than changes in par value or resulting from a subdivision or combination), (ii) any consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer to a third party of all or substantially all the consolidated assets of the Company’s Company and the Company’s Subsidiaries’ consolidated assets, taken Subsidiaries substantially as a whole 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 “Share Exchange Merger Event”), then, at the effective time of such Share Exchange Event, the Company or the Successor Company, as the case may be, will execute with the Trustee a supplemental indenture, without the consent of Holders, providing that at and after the effective time of such Share Exchange Merger Event, the right to convert each $1,000 principal amount of Notes shall based on a number of shares of Common Stock equal to the Conversion Rate will be changed into a right to convert such principal amount of Notes into based on 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 a number of shares of the Common Stock equal to the Conversion Rate immediately prior to such Share Exchange Merger Event would have owned or been entitled to receive upon such Merger Event (such shares of stock, other securities or other property or assets (including cash or any combination thereof) 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 Share Exchange Event. Howeverand, prior to or at and after the effective time of the Share Exchange Event (A) such Merger Event, the Company or the Successor Companysuccessor or purchasing Person, as the case may be, shall continue to have execute with the Trustee a supplemental indenture permitted under Section 10.01(f) providing for such change in the right to determine convert each $1,000 principal amount of Notes; provided, however, that, at and after the form Effective Time of consideration to be paid or deliveredsuch Merger Event, as the case may be, upon conversion of Notes in accordance with ‎Section 14.02 and (B) (Ii) any amount payable in cash upon conversion of the Notes as set forth in accordance with ‎Section Section 14.02 shall will continue to be payable in cash, (IIii) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes as set in accordance with ‎Section Section 14.02 shall will instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such Share Exchange Event transaction and (IIIiii) the Daily VWAP shall will be calculated based on the value of a unit the amount and kind of Reference PropertyProperty that a holder of one share of Common Stock would have received in such Merger Event. If the Share Exchange 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 used to determine the consideration into which the Notes will be convertible shall be deemed to be (x) the weighted average of the types and amounts of consideration actually received by the holders of the Common Stock that affirmatively make such an election or (y) if no Holders of our Common Stock affirmatively make such an election, the types and amounts of consideration actually received by the Holders of our 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 its Common Stock. If the holders of the Common Stock Holders receive only cash in such Share Exchange Merger Event, then for all conversions for which the relevant Conversion Date occurs that occur after the effective date of such Share Exchange Merger Event (Ax) 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 Section 14.03), multiplied by the price paid per share of Common Stock in such Share Exchange Merger Event and (By) the Company shall satisfy the Conversion Obligation by paying such cash amount to converting Holders on the second third Business Day immediately following the relevant Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as reasonably practicable after such determination is made. If the Reference Property in respect of any Share Exchange Event includes, in whole or in part, shares of Common Equity or securities convertible into or exchangeable for shares of Common Equity, the such Such supplemental indenture described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that are shall be as nearly equivalent as is possible to the adjustments provided for in this ‎Article 14 with respect to the portion of Reference Property consisting of such Common Equity or securities convertible into or exchangeable for shares of Common EquityArticle 14. If, in the case of any Share Exchange Merger Event, the Reference Property includes shares of stock, securities or other property or assets (other than including cash and/or cash equivalentsor any combination thereof) of a Person other than the Company successor or the Successor Companypurchasing corporation, as the case may be, in such Share Exchange Merger Event, then if such other Person is an Affiliate of the Company or such Successor Company, such supplemental indenture shall also be executed by such other Person. Such supplemental indenture Person and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably considers consider necessary by reason of the foregoing, including the provisions providing for the purchase rights set forth in ‎Article Article 15. (b) When In the event the Company executes shall execute a supplemental indenture pursuant to subsection ‎(a(a) of this ‎Section Section 14.07, the Company shall promptly file with the Trustee an Officer’s Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise a unit of Reference Property after any such Share Exchange Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly deliver or cause to be delivered mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be delivered mailed to each Holder Holder, at its address appearing on the Note Register provided for in this Indenture, or, in the case of Global Notes, sent in accordance with the Applicable Procedures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (c) The Company shall not become a party to any Share Exchange Merger Event unless its terms are consistent with this ‎‎Section Section 14.07. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cashcash and, if applicable, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in ‎Section Section 14.01 and ‎Section Section 14.02 prior to the effective date of such Share Exchange Merger Event. (d) The above provisions of this Section shall similarly apply to successive Share Exchange Merger Events. (e) Upon the consummation of any Share Exchange Event, references to “Common Stock” shall be deemed to refer to any Reference Property that constitutes capital stock after giving effect to such Share Exchange Event.