Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any the Company is a party to (1) a transaction subject to 5.01 (other than a sale of substantially all of the following events occur, namely (i) any reclassification or change assets of outstanding shares the Company in a transaction in which holders of Common Stock immediately prior to such transaction do not receive securities, cash or other assets of the Issuer or any other person) or (2) or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock, the person obligated to deliver securities, cash or other assets upon conversion of the Notes shall enter into a supplemental indenture (and if the issuer of securities deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company Notes is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance an Affiliate of the properties and assets of the Company assuccessor Issuer, or substantially as, an entirety to any other corporation; then the Company, or that issuer shall join in such successor or purchasing corporation, as the case may be, shall execute supplemental indenture) with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security such Notes shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, receivable ) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, mergerstatutory share exchange, combination, sale or conveyance by a holder of a number of shares of had such Notes been converted into Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors of the Issuer shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the repurchase rights set forth in Section 3.01 hereof. The Company Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesHolder, at his the address appearing of such Holder as it appears on the Security Register provided for in Section 305 Note Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, mergers, consolidations, mergers statutory share exchanges, combinations, sales and salesconveyances. If this Section 10.11 applies to any event or occurrence, neither Section 10.04(a) nor Section 10.04(b) hereof applies. If the Company makes a distribution to all holders of its Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of the Company that, but for the provisions of the last paragraph of Section 10.04(c)(iii), would otherwise result in an adjustment in the Conversion Rate pursuant to the provisions of Section 10.04(c), then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a Holder of a Note that converts such Note in accordance with the provisions of this Indenture shall upon such conversion be entitled to receive, in addition to the shares of Common Stock into which the Note is convertible, the kind and amount of securities, cash or other assets comprising the distribution that such Holder would have received if such Holder had converted the Note immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

Effect of Reclassification, Consolidation, Merger or Sale. If any Upon the occurrence of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (ii) any consolidation consolidation, merger, combination or merger to which binding share exchange involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person (any such event a “Merger Event”), in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (the Company“Reference Property”), then: (a) the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(g) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including, to the extent required by the Board of Directors and practicable, the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his its address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert each $1,000 principal amount of such Note into the Reference Property and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration” and references therein to “the Daily VWAP of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The above Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. 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 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the forty consecutive Trading Days during the related Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in the definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the forty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in the definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(k), provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”. (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall similarly apply mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to successive reclassificationsreceive cash, consolidations, mergers and salessecurities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation with another corporation, partnership, trust or merger in which the Company is the continuing corporation and which does not result in any reclassification oflimited liability company, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale conveyance, transfer, lease or conveyance other disposition of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any corporation, partnership, trust or limited liability company, in any case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other corporation; then property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporation, partnership, trust or limited liability company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 9.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, partnership, trust or limited liability company, as the case may be, in such reclassification, change, consolidation, merger, combination, conveyance, transfer, lease or other disposition then such supplemental indenture shall also be executed by such other corporation, partnership, trust or limited liability company and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.05, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and, in lieu of any shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 13.02(a). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, changes, consolidations, mergers, combinations, conveyances, transfers, leases or other dispositions of assets that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article 13 hereof prior to the effective date of such transaction. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofcombination of Parent with another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety Parent to any other corporation; then Person, in either case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such shares of Common Stock (any such event a “Merger Event”), then: (a) the Company, Company and Parent or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security shall be convertible into for the kind exchange and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this First Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, common shares or shares of Common Stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of shares of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register provided for in Section 305 Register, within thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenture. such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofcombination of Parent with another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety Parent to any other corporation; then Person, in either case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such shares of Common Stock (any such event a “Merger Event”), then: (a) the Company, Company and Parent or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security shall be convertible into for the kind exchange and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Second Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article IX herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to exchange its Notes, subject to the successor’s right to deliver cash, common shares or shares of Common Stock of such successor or a combination of cash and shares of Common Stock as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the shares of Common Stock otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Exchange Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of shares of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of shares of Common Stock that affirmatively make such an election. Parent shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to exchange its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register provided for in Section 305 Register, within thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenture. such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofwith another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 9.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article XIV herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a) and Section 13.02(b), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 13.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article XIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register Note register provided for in Section 305 of this Indenture. , within twenty (20) days after execution thereof Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofwith another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in either case as a result of which holders of Common Shares shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Shares (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which which, as evidenced in an Opinion of Counsel delivered to the Trustee, shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Sixth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Trustees shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Trustees and practicable the provisions providing for the repurchase rights set forth in Article 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall, in addition to the Officers’ Certificate and Opinion of Counsel required by Section 102 of the Base Indenture, file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of Common Shares equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes, subject to the successor’s right to deliver cash, Common Shares or common stock of such successor or a combination of cash and Common Shares as set forth in Section 8.02(b), into cash (up to the aggregate principal amount thereof) and, in lieu of the Common Shares otherwise deliverable, the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 8.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Shares that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article VIII hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register provided for in Section 305 Register, within thirty (30) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenture. such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing Guarantor with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of the properties and assets of the Company Guarantor as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that each Convertible Security Debenture shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyanceconveyance (but after giving effect to any adjustment required by subsection (d) of Section 15.05 if such reclassification, change, consolidation, merger, sale or conveyance constitutes a Fundamental Change). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesDebentures, at his address appearing on the Security Register Debenture register provided for in Section 305 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. Section 2.05. Section 15.08 of the Indenture is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

Effect of Reclassification, Consolidation, Merger or Sale. If Upon the occurrence of (i) any Fundamental Change described in clause (b) of the following events occurdefinition thereof, namely (iii) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (iiiii) any consolidation consolidation, binding share exchange, recapitalization, merger, combination or merger to which other similar event involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iiiiv) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and comply with settlement of the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceNotes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his its address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, 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 transaction would have owned or been entitled to receive (the “Reference Property”), and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The above Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) and 15.02(k) as follows: (i) If the Company elects to settle conversions pursuant to clause (i) of Section 15.02(a), the Company will deliver Reference Property in lieu of the shares of Common Stock otherwise deliverable; (ii) If the Company elects to settle conversions pursuant to clause (ii) of Section 15.02(a), the Company will deliver cash in an amount equal to the sum of the Daily Conversion Values for each of the 25 VWAP Trading Days during the related Observation Period; and (iii) If the Company elects to settle conversions pursuant to clause (iii) of Section 15.02(a), the Company will deliver Reference Property as follows, (x) cash in an amount equal to the aggregate Principal Portions upon any conversion and (y) Reference Property in lieu of the shares of Common Stock otherwise deliverable. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall similarly apply mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to successive reclassificationsreceive cash, consolidationssecurities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, mergers if the types and salesamounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. If (a) Upon the occurrence of (i) any Fundamental Change described in clause (b) of the following events occurdefinition thereof, namely (iii) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities Class A Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (iiiii) any consolidation consolidation, binding share exchange, recapitalization, merger, combination or merger to which other similar event involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iiiiv) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; Person, in each case as a result of which holders of Ordinary Shares (directly or in the form of ADSs) would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Ordinary Shares (directly or in the form of ADSs) (any such event a “Merger Event”), then the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and comply with settlement of the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceNotes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesHolder, at his its address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of ADSs equal to the applicable Conversion Rate in effect immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to the Last Reported Sale Price of the ADSs shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Ordinary Shares (directly or in the form of ADSs) immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The above Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company will deliver Reference Property in lieu of ADSs otherwise deliverable. (i) The Company shall notify the holders of the Weighted Average Consideration as soon as practicable after the Weighted Average Consideration is determined. (ii) For purposes of this Section 15.06, the “Weighted Average Consideration” shall similarly apply mean the weighted average of the types and amounts of consideration received by the holders of the ADSs entitled to successive reclassificationsreceive cash, consolidationssecurities or other property or assets with respect to or in exchange for such ADSs in any Merger Event who affirmatively make such an election; provided that, mergers if the types and salesamounts of consideration that holders of the ADSs would be entitled to receive with respect to or in exchange for such ADSs is based in part upon any form of shareholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the ADSs affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the ADSs that affirmatively make such an election or (B) if the holders of a majority of the ADSs do not affirmatively make such an election, the weighted average of the types and amount of consideration actually received by such non-electing holders.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) In the event of: (A) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion Stock, (B) any consolidation, merger, binding share exchange or combination of the Convertible Securities Company with another Person, or (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iiiC) any sale or conveyance to another Person of all or substantially all of the properties and assets of the Company as, (or all or substantially asall of the assets of the Company and the Subsidiaries on a consolidated basis) as a result of which holders of Common Stock shall be entitled to receive capital stock, an entirety other securities or other property, assets or cash with respect to any other corporation; or in exchange for such Common Stock, then the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that each Convertible Security shall be convertible into that, after the kind and amount effective date of shares of stock and other securities or property, including cash, receivable upon such the reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder the Holder of a number of shares of Common Stock deliverable upon conversion of each Debenture then outstanding shall have the right to convert such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceDebenture into Exchange Property. Such supplemental indenture shall provide for adjustments adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 10.05. For the purpose of this ArticleSection 10.06, “Exchange Property” means the kind and amount of shares of capital stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 10.10 upon conversion) then in effect. Notwithstanding the foregoing, to the extent holders of the Company’s Common Stock are permitted to elect the form of consideration to be received in such transaction, the Exchange Property will be deemed for all purposes under this Section 10.06 to be the weighted average of the types and amounts of consideration received by holders of Common Stock that affirmatively make an election or, if a majority of holders that affirmatively make an election choose a single option, the types and amounts received by those majority electing holders. (ii) The Company shall cause notice of the execution of such the supplemental indenture referred to in Section 10.06(i) to be mailed to each holder of Convertible SecuritiesDebentures, at his its address appearing on the Security Register provided for in Section 305 within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenture. such supplemental indenture. (iii) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers mergers, combinations, sales and salesconveyances. (iv) If this Section 10.06 applies to any event or occurrence, Section 10.05 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. 105 If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (ia) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), ; (iib) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) ; or (iiic) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) indenture, providing that each Convertible Security CZARS shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities CZARS immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 2.08(6). The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible SecuritiesCZARS, at his address appearing on the Security Register provided for in Section 305 CZARS register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 2.08(6) applies to any event or occurrence, Section 2.07 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any --------------------------------------------------------- of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Voting Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), ; (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Voting Stock shall be entitled to receive stock, Notes or combinationother property or assets (including cash) in, outstanding shares of its Common with respect to or in exchange for such Voting Stock) ; or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Voting Stock shall be entitled to receive stock, Notes or other property or assets (including cash) with respect to or in exchange for such Voting Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) indenture, providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities Notes or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Voting Stock deliverable issuable upon conversion of such Convertible Securities Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 4.07(f). The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible SecuritiesNotes, at his address appearing on the Security Register provided for in Section 305 Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 4.07(f) applies to any event or occurrence, Section 4.06 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article NineIX) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive cash, securities or combination) in, outstanding shares of its other property or assets with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 15.01 providing for the conversion and comply with settlement of the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceas set forth in this Indenture. Such supplemental indenture shall provide for Conversion Rate adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 9. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 8 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 9.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Securityholders. (b) Notwithstanding the provisions of Section 9.02(a), and subject to the provisions of Section 9.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Securities will be changed to a right to convert such Security into the kind and amount of shares of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”). In such a case, any increase in the Conversion Rate by Additional Shares as set forth in Section 9.01 shall not be payable in shares of Common Stock, but shall represent a right to receive the aggregate amount of Reference Property into which the Additional Shares would convert in the transaction from the surviving entity (or an indirect or direct parent thereof). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Securities to convert its Securities into Common Stock or cash and shares of Common Stock, if any, as set forth in Section 9.01 and Section 9.02 prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesSecurityholder, at his address appearing on the Security Register provided for in Section 305 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassificationsMerger Events. (e) In the event that the Company elects to adjust the Conversion Rate and Conversion Obligation as set forth in Section 9.05, consolidations, mergers and salesthe provisions of that Section shall apply rather than the provisions set forth in this Section 9.06.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the event of the following events occur, namely (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive securities or combinationother Property (including cash) in, outstanding shares of its with respect to or in exchange for Common Stock) Stock or (iii) any sale or conveyance of the properties and assets Property of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities or property, other Property (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion which the Holder of such Convertible Securities Note would have received if such Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Twelve. The Whenever a supplemental indenture is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth a brief statement of the facts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the Company shall give or cause to be given to each Holder a notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indentureindenture. The above provisions of this Section 1205 shall similarly apply to all successive reclassifications, consolidations, mergers and salesevents of the type described in this Section 1205.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the event of the following events occur, namely (i) any reclassification (including, without limitation, a reclassification effected by means of an exchange or tender offer by the Company or any Subsidiary) or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive securities or combinationother Property (including cash) in, outstanding shares of its with respect to or in exchange for Common Stock) Stock or (iii) any sale or conveyance of the properties and assets Property of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities or property, other Property (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion which the Holder of such Convertible Securities Note would have received if such Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle Twelve. The Whenever a supplemental indenture is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth a brief statement of the facts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the Company shall give or cause to be given to each Holder a notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indentureindenture. The above provisions of this Section 1205 shall similarly apply to all successive reclassifications, consolidations, mergers and sales.events of the type described in this Section 1205. 71

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon -129- 142 such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is 104 114 the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofwith another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event in this paragraph a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 9.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 15 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly transmit notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert such Note as set forth in this Indenture 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 in effect prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by such holders. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 13.06. None of the foregoing provisions shall affect the right of a holder of Notes to surrender its Notes for conversion to the Company in accordance with the provisions of Article 13 hereof prior to the effective date of the Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed transmitted to each holder of Convertible SecuritiesNoteholder, at his its address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, Debentures or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, Debentures or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) indenture, providing that each Convertible Security Debenture shall be convertible into the kind and amount of shares of stock and other securities Debentures or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible SecuritiesDebentures, at his address appearing on the Security Register Debenture register provided for in Section 305 2.5 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 15.12 applies to any event or occurrence, Section 15.6 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Class A Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger, share exchange or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Class A Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Class A Common Stock) , or (iii) any sale or conveyance of the properties and assets of the Company as, as an entirety or substantially as, as an entirety to any other corporation; corporation as a result of which holders of Class A Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Class A Common Stock (each of the events described in (i), (ii) and (iii) being a "Fundamental Event"), then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security the Notes shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance by a holder of a number of shares of Class A Common Stock deliverable issuable upon conversion of the Notes (assuming, for such Convertible Securities purposes, a sufficient number of authorized shares of Class A Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyanceconveyance assuming such holder of Class A Common Stock did not exercise his or her rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Class A Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 16.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle XVI. If, in the case of any such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of shares of Class A Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, Notes at his or her address appearing on the Security Register provided of holders for in Section 305 that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section 16.7 shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, share exchanges, combinations, sales and salesconveyances. If this Section 16.7 applies to any event or occurrence, Section 16.6 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i) any reclassification or change of outstanding shares of Common Stock deliverable issuable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including or any other change for which an adjustment is provided in the shares of Common Stock into two or more classes or series of securitiesSection 13.04(c), ); (ii) any consolidation or merger or combination to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, in outstanding shares of its Common Stock) or ; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock then the Company, Company or such the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that each Convertible Security such Securities shall be convertible into the kind and amount of shares of stock and other stock, securities or property, other property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”), then for the purposes of this Section 13.05, the kind and amount of stock, securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 13. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock, securities or other property or assets (including cash) receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesHolder, at his the address appearing of such Holder as it appears on the Security Register provided for in Section 305 register of this Indenturethe Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 13.05 applies to any event or occurrence, Section 13.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his such holder's address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. If any In the event of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive securities or combinationother Property (including cash) in, outstanding shares of its with respect to or in exchange for Common Stock) Stock or (iii) any sale or conveyance of the properties and assets collective Property of the Company and its Subsidiaries as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities or property, other Property (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion which the Holder of such Convertible Securities Note would have received if such Note had been converted immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 10. The Whenever a supplemental indenture is entered into as provided herein, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers' Certificate setting forth a brief statement of the facts requiring such supplemental indenture. Promptly after delivery of such Officers' Certificate, the Company shall give or cause to be given to each Holder a notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indentureindenture. The above provisions of this Section 10.5 shall similarly apply to all successive reclassifications, consolidations, mergers and salesevents of the type described in this Section 10.5.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any recapitalization, reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) inas a result of which the Common Stock would be converted into, outstanding shares of its or exchanged for, stock, other securities, or other property or assets (or any combination thereof), or (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock) Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale sale, lease or conveyance other transfer in one transaction or a series of related transactions of all or substantially all of the properties and consolidated assets of the Company asand its Subsidiaries, or substantially astaken as a whole, an entirety to any Person (other corporation; than one or more of the Subsidiaries) as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) (any such event or transaction, a “Reorganization Event”), then the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that at the effective time of the Reorganization Event each Convertible Security Note shall be convertible into into, with respect to each $1,000 in principal amount of such Note, the kind and amount of shares of stock and stock, other securities or property, other property or assets (including cash, receivable upon such reclassification, change, consolidation, merger, sale cash or conveyance by any combination thereof) that a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities equal to the Conversion Rate immediately prior to such reclassificationReorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). Provided, changehowever, consolidationthat at and after the effective time of the Reorganization Event (i) the Company will continue to have the right to determine the form of consideration to be paid or delivered, mergeras the case may be, sale upon conversion of the Notes, as set forth under Section 6.02(c) and (ii) (x) the amount payable in cash upon conversion of the Notes as set forth under Section 6.02(c) will continue to be payable in cash, (y) the number of shares of Common Stock that the Company (if the Company elects Physical Settlement or conveyanceCombination Settlement) would have been required to deliver upon conversion of the Notes under Section 6.02(c) will be instead deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have been entitled to receive in such Reorganization Event and (z) the Daily VWAP will be calculated based on the value of a unit of Reference Property. For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive in the case of any such Reorganization Event that causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property into which the Notes will be convertible or used to calculate the Daily VWAP, as the case may be, will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this ArticleArticle VI and in Article V of this Supplemental Indenture and in the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Notes. If, in the case of any Reorganization Event, the cash, securities or other property receivable thereupon by a holder of Common Stock includes cash, securities or other property of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then such supplemental indenture shall also be executed by such successor or purchasing Person, as the case may be, 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 consider necessary by reason of the foregoing. (b) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 6.05 to be mailed to each holder Holder of Convertible SecuritiesNotes, at his its address appearing on the Security Register provided for in Section 305 Register, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenture. such supplemental indenture. (c) The above provisions of this Section 6.05 shall similarly apply to successive reclassifications, consolidations, mergers and salesReorganization Events. (d) None of the foregoing provisions shall affect the right of a Holder of Notes to convert the Notes into shares of Common Stock as set forth in Section 6.02 prior to the effective time of such Reorganization Event.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the Exchange Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. (b) Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01(a)(ii), the Conversion Value with respect to each $1,000 principal amount of Notes converted following the effective date of any such transaction, shall be calculated (as provided in clause (d) below) based on the kind and amount of shares of stock and other securities or property or assets (including cash) received upon such reclassification, change, consolidation, merger, combination sale or conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 15.01(d) upon conversion) immediately prior to such transaction (the “Exchange Property”), assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). (c) The Conversion Value in respect of any Notes converted following the effective date of any such transaction shall be equal to the average of the daily values of the Exchange Property pertaining to such Notes as determined in the next sentence (the “Exchange Property Value”) for each of the five consecutive Trading Days (appropriately adjusted to take into account the occurrence during such period of stock splits and similar events) beginning on the later of (A) the second Trading Day immediately following the day the Notes are tendered for conversion and (B) the Effective Date of such transaction (the “Exchange Property Weighted Average Price”). For the purpose of determining the value of any Exchange Property: (i) Any shares of common stock of the successor or purchasing corporation or any other corporation that are included in the Exchange Property shall be valued as set forth in Section 15.02 as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.01; and (ii) Any other property (other than cash) included in the Exchange Property shall be valued in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors. (d) The Company shall deliver such Conversion Value to holders of Notes so converted as follows: (i) An amount equal to the Principal Return, determined as set forth in Section 15.02(b)(i); and (ii) If the Conversion Value of the Notes so converted is greater than the Principal Return, an amount of Exchange Property, determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Exchange Property Amount”). The amount of Exchange Property to be delivered shall be determined by dividing the Net Exchange Property Amount by the Exchange Property Weighted Average Price. If the Exchange Property includes more than one kind of property, the amount of Exchange Property of each kind to be delivered shall be in the proportion that the Exchange Property Value of such kind of Exchange Property bears to the Exchange Property Value of all the Exchange Property. If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Notes being converted, the Company shall deliver cash in lieu of such fractional share or unit based on its Exchange Property Weighted Average Price. (e) Notwithstanding clauses (b), (c) and (d) above, if the Notes are tendered for conversion prior to the Effective Date of any such transaction pursuant to Section 15.01(d) above, and the Principal Return and Net Shares, if any, have been determined as of the Effective Date of such transaction, then the Company shall (i) pay the Principal Return in cash and (ii) instead of delivering Net Shares, if applicable, deliver an amount of Exchange Property that a holder of Common Stock, holding, immediately prior to the transaction, a number of shares of Common Stock equal to the Net Shares, would receive, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each non-electing share, then for the purposes of this Section 15.05 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). If the foregoing calculations would require the Company to deliver a fractional share or unit of Exchange Property to a holder of Notes being converted, the Company shall deliver cash in lieu of such fractional share or unit based on the Exchange Property Value (as so determined). (f) Notwithstanding the foregoing and anything to the contrary in this Indenture, with respect to any Notes converted following the effective date of any such transaction, the Company may, at its option, satisfy its Conversion Obligation by paying in cash the Conversion Value of such Notes. (g) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNotes, at his address appearing on the Security Register Note register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (h) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive cash, securities or combination) in, outstanding shares of its other property or assets with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a) and Section 15.02(b), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note into the kind and amount of shares of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”). However, if, at the effective time of such transaction, settlement of Notes converted were to be in cash and shares of Common Stock as described under Section 15.02(b), a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts or Daily Net Share Amounts, as applicable, of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 15.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into Common Stock or cash and shares of Common Stock, if any, as set forth in Section 15.01 and Section 15.02 prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register Note register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, Company or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the properties and assets of the Company as, or and its Subsidiaries substantially as, as an entirety to any other corporation; then Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such event a "MERGER EVENT"), then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Debentures as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle or pursuant to Section 15.01(e) in the case of a Public Acquirer Change of Control, as the case may be. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers' Certificate briefly stating the reasons therefore, the kind or amount of shares of stock or other securities or property (including cash) that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Debentureholders. (b) Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01, including, without limitation, Section 15.01(e) in the case of a Public Acquirer Change of Control, at the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Debentures will be changed to a right to convert such Debenture into the kind and amount of shares of stock, 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 transaction would have owned or been entitled to receive (the "REFERENCE PROPERTY") and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below. In the event holders of the Common Stock have the opportunity to elect the form of consideration to be received in such Merger Event, the Company shall make adequate provision whereby the holders of the Debentures shall have a reasonable opportunity, to determine the form of consideration into which all of the Debentures, treated as a single class, shall be convertible from and after the effective date of such Merger Event. Such determination shall be as set forth in Section 9.01 and shall be subject to any limitations to which all of the holders of the Common Stock are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such Merger Event and shall be conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for elections to be made by holders of the Common Stock in connection with such Merger Event, and (b) two Trading Days prior to the anticipated effective date of such Merger Event. The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by holders of the Debentures by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Debentures to convert its Debentures into cash and shares of Common Stock, as set forth in Section 15.01 and Section 15.02 prior to the effective date. (c) If the Debentures shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Debentures tendered for conversion after the effective date of any such Merger Event, shall be settled in cash and units of Reference Property in accordance with Section 15.02 as follows: (i) The Conversion Value shall be based on the per unit average value of the Reference Property during the Applicable Conversion Period, such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, as set forth in the definition of "Common Stock" as if such shares were "Common Stock" using the procedures set forth in the definition of "Closing Sale Price" in Section 1.01; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) The Company shall pay in cash the Principal Return as set forth in Section 15.01(a), and if the Conversion Value (determined as set forth above) is greater than the principal amount, an amount of Reference Property (the "NET REFERENCE PROPERTY AMOUNT") equal to the sum of the Daily Share Amounts, determined in accordance with this clause (ii). The Daily Share Amount, for purposes of determining the amount of Net Reference Property, shall be for each $1,000 principal amount of Debentures and each Trading Day in the Applicable Conversion Period for such Debentures, the greater of (i) zero and (ii) an amount of units of Reference Property equal to the quotient obtained by dividing (1) the difference between (a) the product of the per unit value of such Reference Property on such Trading Day (determined in the same manner as determining the Conversion Value as set forth in Section 15.06(c)(i) above) and the Reference Property in effect on such Trading Day (including, subject to 15.01(d), any Additional Shares added to such Reference Property) and (b) $1,000, by (2) the product of 10 and the per unit value of such Reference Property on such Trading Day. (d) Notwithstanding clause (c) above, if the Debentures are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 15.01(d) above, and the Company shall be obligated to deliver any increase to the Conversion Value in additional Net Shares following the effective date of such Merger Event, such additional Net Shares shall be delivered in the kind and amount of Reference Property as a holder of such additional Net Shares would have received in such Merger Event. (e) Notwithstanding clause (c) and (d) above, if Debentures are tendered for conversion at a time when the Applicable Conversion Period applies in full to the determination of the Conversion Value, then the Conversion Value and the amount of cash and Net Reference Property comprising the Principal Return and the Net Shares will be determined proportionally. (f) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesDebentureholder, at his address appearing on the Security Register Debenture register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (g) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any --------------------------------------------------------- of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), ; (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including Cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) ; or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash) with respect to or in exchange for such Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) indenture, providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, Cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 4.07(f). The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible SecuritiesNotes, at his address appearing on the Security Register provided for in Section 305 Note register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 4.07(f) applies to any event or occurrence, Section 4.06 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i) any reclassification or change of outstanding shares of Common Stock deliverable issuable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including or any other change for which an adjustment is provided in the shares of Common Stock into two or more classes or series of securitiesSection 15.04(c), ); (ii) any consolidation or merger or combination to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, in outstanding shares of its Common Stock) or ; or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock then the Company, Company or such the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that each Convertible Security such Securities shall be convertible into the kind and amount of shares of stock and other stock, securities or property, other property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities (assuming, for such purposes, a sufficient number of 81 authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance, assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 15.05, the kind and amount of stock, securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any such reclassification, change, consolidation, merger, combination, sale or conveyance, the stock, securities or other property or assets (including cash) receivable thereupon by a holder of Common Stock includes shares of stock, securities or other property or assets (including cash) of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesHolder, at his the address appearing of such Holder as it appears on the Security Register provided for in Section 305 register of this Indenturethe Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 15.05 applies to any event or occurrence, Section 15.04 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of (a) In the following events occur, namely event of: (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 9.06), ; (ii) any consolidation a consolidation, merger, combination or merger to which binding share exchange involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or Company; or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; Person, in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event, “Merger Event”), then the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) and comply with the provisions of Article Nine) providing which shall provide that each Convertible Security Holders shall be convertible entitled at and after the effective time of the Merger Event to convert their Securities into the kind type and amount of shares of stock and stock, other securities or property, other property or assets (including cash, receivable upon such reclassification, change, consolidation, merger, sale cash or conveyance by any combination thereof) that a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities equal to the Conversion Rate immediately prior to such reclassificationMerger Event would have owned or been entitled to receive upon such Merger Event (“Reference Property”); provided that, changeat and after the effective time of any such Merger Event, consolidation, merger, sale or conveyance. Such any amount otherwise payable upon conversion of the Securities shall continue to be payable as provided in Section 9.01(b). (b) In the event the Company shall execute a supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable pursuant to this Section 9.17, the adjustments provided for in this Article. The Company shall cause notice promptly file with the Trustee an Officers’ Certificate briefly describing the Merger Event and stating the type or amount of cash, securities, property or other assets that will comprise the execution Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent to such Merger Event under this Indenture have been complied with. Promptly following the effective time of any such Merger Event, the Company shall issue a press release describing the type or amount of cash, securities, property or other assets that will comprise the Reference Property after any such Merger Event (and shall make the press release available on its website). Any failure to deliver such Officers’ Certificate or issue such press release shall not affect the legality or validity of such supplemental indenture indenture. (c) With respect to each $1,000 principal amount of Securities surrendered for conversion after the effective date of any such Merger Event in lieu of cash, shares of Common Stock or a combination of cash and shares of Common Stock otherwise provided for hereunder, the Company shall deliver to the converting Holder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (A) the aggregate principal amount of Securities to be mailed converted, divided by $1,000, multiplied by (B) the Conversion Rate. (i) The Company will deliver cash in lieu of fractional units of Reference Property as set forth pursuant to each Section 9.03 (provided that the amount of such cash shall be determined as if references in such Section to “the Closing Sale Price” were instead a reference to “the Closing Sale Price of a unit of Reference Property” composed of the type and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of Convertible Securities, at his address appearing one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Security Register provided for in Section 305 Weighted Average Consideration). (ii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of this Indenture. The above provisions the Applicable Conversion Reference Period. (iii) For purposes of this Section shall similarly apply 9.17, the “Weighted Average Consideration” means the weighted average of the types and amounts of consideration received by the holders of Common Stock entitled to successive reclassificationsreceive cash, consolidationssecurities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, mergers if the types and salesamounts of consideration that holders of Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such holders.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his suc holder's address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofcombination of Boston Properties with another Person, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety Boston Properties to any other corporation; then Person, in either case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) providing that each Convertible Security shall be convertible into for the kind exchange and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Fifth Supplemental Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Article and the Trustee may conclusively rely on the determination by the Company shall cause notice of the execution equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 9 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 8.06, the Company shall file with the Trustee an Officers’ Certificate briefly stating the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be mailed made with respect thereto, and the Trustee shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 8.02(a) and Section 8.02(b), and subject to the provisions of Section 8.01, at the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes will be changed to a right to exchange such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of Convertible Securitiesa number of shares of Common Stock equal to the Exchange Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, at his address appearing a Noteholder will be entitled thereafter to exchange its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Security Register provided for Daily Settlement Amounts of Reference Property in Section 305 of this Indenture. The above provisions of this Section shall similarly apply an amount equal to successive reclassificationsthe applicable Exchange Rate, consolidations, mergers and sales.as described under

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; : then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. , Such supplemental indenture shall provide for 97 105 adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. , The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If Upon the occurrence of (i) any Fundamental Change described in clause (b) of the following events occurdefinition thereof, namely (iii) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (iiiii) any consolidation consolidation, binding share exchange, recapitalization, merger, combination or merger to which other similar event involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iiiiv) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then Person, in each case as a result of which holders of Common Stock would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and comply with settlement of the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceNotes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his its address appearing on the Security Note Register provided for in Section 305 of this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of stock, 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 transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The above Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property in accordance with Section 15.02(b) as follows: (i) The Company will deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Days during the Observation Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(k) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. (iv) For purposes of this Section 15.06, the “Weighted Average Consideration” shall similarly apply mean the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to successive reclassificationsreceive cash, consolidationssecurities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election; provided that, mergers if the types and salesamounts of consideration that holders of the Common Stock would be entitled to receive with respect to or in exchange for such Common Stock is based in part upon any form of stockholder election, the “Weighted Average Consideration” will be deemed to be (A) if holders of the majority of the shares of Common Stock affirmatively make such an election, the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election or (B) if the holders of a majority of the shares of Common Stock do not affirmatively make such an election, the types and amount of consideration actually received by such holders.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the properties and assets of the Company as, or and its Subsidiaries substantially as, as an entirety to any other corporation; then Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such event a "MERGER EVENT"), then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an 84 Officers' Certificate briefly stating the reasons therefore, the kind or amount of shares of stock or other securities or property (including cash) that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note 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 transaction would have owned or been entitled to receive (the "REFERENCE PROPERTY") and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below. For purposes of determining the constitution of Reference Property, the kind and amount of consideration that a holder of Common Stock would have been entitled to in the case of recapitalizations, reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be (i) the weighted average of the kinds and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of the Common Stock affirmatively make such an election, the kinds and amounts of consideration actually received by such holders. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash and shares of Common Stock, as set forth in Section 15.01 and Section 15.02 prior to the effective date. (c) If the Notes shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Merger Event, shall be settled in cash and units of Reference Property in accordance with Section 15.02 as follows: (i) The Daily Conversion Value for each day of the Conversion Period shall be based on the per unit value of the Reference Property on such day (including, subject to 15.01(d), any Additional Shares added to such Reference Property) as set forth in Section 15.02(a). Such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, as set forth in the definition of "Common Stock" as if such shares were "Common Stock" using the procedures set forth in the definition of "Closing Sale Price" in Section 1.01; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) The Company shall pay in cash the Principal Return as set forth in Section 15.02(a), and an amount of Reference Property (the "NET REFERENCE PROPERTY AMOUNT") determined in accordance with this clause (ii). The Net Reference Property Amount for each $1,000 principal amount of Notes shall be the sum of, for each of the 20 VWAP Trading Day in the Conversion Period for such Notes, an amount of units of Reference Property equal to (1) any excess of (a) the Daily Conversion Value on such Trading Day (determined in the same manner as set forth in Section 15.06(c)(i) above) over (b) $50, divided by (2) the per unit value of such Reference Property on such Trading Day. (d) Notwithstanding clause (c) above, if the Notes are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 15.01(d) above, and the Company shall be obligated to deliver any increase to the Daily Conversion Value in additional Net Shares following the effective date of such Merger Event, such additional Net Shares shall be delivered in the kind and amount of Reference Property as a holder of such additional Net Shares would have received in such Merger Event. (e) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register Note register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (f) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any Upon the occurrence of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (ii) any consolidation consolidation, merger or merger to which combination involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; then the CompanyPerson, in each case pursuant to which Common Stock shall be converted into, or exchanged for, securities or other property (any such event a “Merger Event”), then: (a) the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(f) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 19 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his its address appearing on the Security Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Notwithstanding the provisions of Section 305 15.02(b), and subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 15.02 will be changed to a right to convert such Note into cash, the kind and amount of shares of stock, 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 transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to “the Last Reported Sale Price of the Common Stock” shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. 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 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 15.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the sixty consecutive Trading Days during the related Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the sixty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 15.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “the Last Reported Sale Price of the Common Stock” were instead a reference to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration”). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. (iv) For purposes of this Indenture. Section 15.06, if the Merger Event causes the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property into which the notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election (the “Weighted Average Consideration”). (v) The Company shall notify the holders of the Weighted Average Consideration as soon as practicable after the Weighted Average Consideration is determined. (d) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely namely: (i) any reclassification or change of outstanding shares Shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares Shares of Common Stock into two or more classes or series of securities), ; (ii) any consolidation or merger to which the Company Corporation is a party (other than a consolidation or merger in which the Company Corporation is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares Shares of its Common Stock) ); or (iii) any sale or conveyance of the properties and assets of the Company Corporation as, or substantially as, an entirety to any other corporation; then the Company, Corporation or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares Shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company Corporation shall cause notice of the execution of such supplemental indenture to be mailed to each holder Holder of Convertible Securities, at his address appearing on the Debt Security Register provided for in Section 305 2.01 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation or merger to which the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; then the Company, or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, consolidation merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible Securities, at his address appearing on the Security Register provided for in Section 305 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. If any of --------------------------------------------------------- the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), ; (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including Cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) ; or (iii) any sale conveyance of or conveyance other transfer of all, or substantially all, of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash) with respect to or in exchange for such Common Stock, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nine) indenture, providing that each Convertible Security Note shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, Cash) receivable upon such reclassification, change, consolidation, merger, sale combination, sale, conveyance or conveyance transfer by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities Notes immediately prior to such reclassification, change, consolidation, merger, sale combination, sale, conveyance or conveyancetransfer. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleSection 3.8(f). The Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each holder Holders of Convertible SecuritiesNotes, at his address appearing on within 20 days after execution thereof. Failure to deliver such notice shall not affect the Security Register provided for in Section 305 legality or validity of this Indenturesuch supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 3.8(f) applies to any event or occurrence, Section 3.7 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing with another corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation; corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock shall occur, then the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineindenture) providing that each Convertible Security Debenture shall be convertible into the kind and amount of shares of stock and other securities or property, property or assets (including cash, ) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock deliverable issuable upon conversion of such Convertible Securities Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesDebentures, at his address appearing on the Security Register Debenture register provided for in Section 305 2.05 of this Indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securities), (ii) any consolidation consolidation, merger or merger to which combination of the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or with another Person as a result of a subdivision which holders of Common Stock shall be entitled to receive stock, securities or combinationother property or assets (including cash) in, outstanding shares of its with respect to or in exchange for such Common Stock) , or (iii) any sale sale, lease, transfer or conveyance of all or substantially all of the properties and assets of the Company as, or and its Subsidiaries substantially as, as an entirety to any other corporation; then Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (any such event a “Merger Event”), then: (a) the Company, Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture and comply with the provisions of Article Nineif such supplemental indenture is then required to so comply) permitted under Section 11.01(a) providing that each Convertible Security shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyancethe Notes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of shares of stock or other securities or property (including cash) that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note 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 transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below. For purposes of determining the constitution of Reference Property, the kind and amount of consideration that a holder of Common Stock would have been entitled to in the case of recapitalizations, reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be (i) the weighted average of the kinds and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of the Common Stock affirmatively make such an election, the kinds and amounts of consideration actually received by such holders. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into cash and shares of Common Stock, as set forth in Section 15.01 and Section 15.02 prior to the effective date. (c) If the Notes shall relate to Reference Property as set forth above, the related Conversion Obligation, with respect to each $1,000 principal amount of Notes tendered for conversion after the effective date of any such Merger Event, shall be settled in cash and units of Reference Property in accordance with Section 15.02 as follows: (i) The Daily Conversion Value for each day of the Conversion Period shall be based on the per unit value of the Reference Property on such day (including, subject to 15.01(d), any Additional Shares added to such Reference Property) as set forth in Section 15.02(a). Such per unit value shall be (A) for any shares of common stock that are included in the Reference Property, as set forth in the definition of “Common Stock” as if such shares were “Common Stock” using the procedures set forth in the definition of “Closing Sale Price” in Section 1.01; (B) for any other property (other than cash) included in the Reference Property, as determined in good faith by the Board of Directors or by a New York Stock Exchange member firm selected by the Board of Directors and (C) for any cash, the face amount of such cash. (ii) The Company shall pay in cash the Principal Return as set forth in Section 15.02(a), and an amount of Reference Property (the “Net Reference Property Amount”) determined in accordance with this clause (ii). The Net Reference Property Amount for each $1,000 principal amount of Notes shall be the sum of, for each of the 20 VWAP Trading Day in the Conversion Period for such Notes, an amount of units of Reference Property equal to (1) any excess of (a) the Daily Conversion Value on such Trading Day (determined in the same manner as set forth in Section 15.06(c)(i) above) over (b) $50, divided by (2) the per unit value of such Reference Property on such Trading Day. (d) Notwithstanding clause (c) above, if the Notes are tendered for conversion prior to the effective date of any such Merger Event pursuant to Section 15.01(d) above, and the Company shall be obligated to deliver any increase to the Daily Conversion Value in additional Net Shares following the effective date of such Merger Event, such additional Net Shares shall be delivered in the kind and amount of Reference Property as a holder of such additional Net Shares would have received in such Merger Event. (e) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesNoteholder, at his address appearing on the Security Register Note register provided for in Section 305 of this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (f) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. If (a) Upon the occurrence of (i) any Fundamental Change described in clause (b) of the following events occurdefinition thereof, namely (iii) any reclassification or change of the outstanding shares of Common Stock deliverable upon conversion of the Convertible Securities Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination, but including any change in the shares of Common Stock into two or more classes or series of securitiescombination covered by Section 15.04(a)), (iiiii) any consolidation consolidation, binding share exchange, recapitalization, merger, combination or merger to which other similar event involving the Company is a party (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification ofCompany, or change (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of its Common Stock) or (iiiiv) any sale or conveyance of all or substantially all of the properties property and assets of the Company as, or substantially as, an entirety to any other corporation; Person, in each case as a result of which holders of Ordinary Shares would be entitled to receive cash, securities or other property or assets with respect to or in exchange for such Ordinary Shares (any such event a “Merger Event”), then the Company, Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 11.01 providing for the conversion and comply with settlement of the provisions of Article Nine) providing that each Convertible Security shall be convertible into the kind and amount of shares of stock and other securities or property, including cash, receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock deliverable upon conversion of such Convertible Securities immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceNotes as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this ArticleArticle 15. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 16 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each holder of Convertible SecuritiesHolder, at his its address appearing on the Security Register provided for in Section 305 of this Indenture, within twenty days after execution thereof. The above Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (b) Subject to the provisions of Section 15.01 and Section 15.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes as set forth in Section 15.02 will be changed to a right to convert such Note into cash and the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of Ordinary Shares equal to the applicable Conversion Rate in effect immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) and (ii) the related Conversion Obligation shall be settled as set forth under clause (c) below, it being understood and agreed that for purposes of Section 15.01(b), references therein to the Last Reported Sale Price of the Ordinary Shares shall be deemed at and after the effective time of such Merger Event to be references to “the Last Reported Sale Price of a unit of Reference Property comprised of the kind and amount of shares of common stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Ordinary Shares immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration.” The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 15.06. None of the foregoing provisions shall similarly apply affect the right of a Holder of Notes to successive reclassificationsconvert its Notes as set forth in Section 15.01 and Section 15.02 prior to the effective date of such Merger Event. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, consolidations, mergers and salesthe Company will deliver Reference Property in lieu of Ordinary Shares otherwise deliverable.