Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. (a) Before any Holder of a Note shall be entitled to convert the same as set forth above, such Holder shall (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5 04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c). (b) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of an Officers’ Certificate, authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes.

Exercise of Conversion Privilege. (a) Before any Holder of a Note shall be entitled to convert the same its Securities as set forth above, such Holder shall shall: (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository Depositary in effect at that time and, if requiredrequired under Section 5.05(f), pay funds equal to Interest interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d5.05(f) and, if requiredrequired under Section 5.04(g), pay all any taxes or duties, if any, duties such Holder is required to pay as set forth in Section 5.09 and 5.04(g); and (ii) in the case of a Physical Security, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form attached to such Physical Security as set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes Securities to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation Conversion Obligation to be registered, (B) surrender such NoteSecurities, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay all transfer or similar taxes, if any, as set forth in required under Section 5.09 and (D) if required5.05(f), pay funds equal to Interest interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5 04(d5.05(f) and, (D) if required under Section 5.04(g). The Company shall , pay any documentary, stamp taxes or similar issue or transfer tax duties such Holder is required to pay as set forth in Section 5.04(g). (b) The date on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder 5.04(a) in respect of a Note Security shall be deemed to be the “Conversion Date” for such Security. (c) No Conversion Notice with respect to any Securities may be tendered by a Holder thereof if such Holder has submitted such Note for purchase upon also tendered a Fundamental Change, Change Repurchase Notice and not validly withdrawn such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Repurchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c)the applicable provisions of Article 4. (bd) No Conversion Notice with respect to any Security may be tendered by a Holder thereof if the Company has previously delivered a Redemption Notice in respect of such Security under Section 6.01. (e) If more than one Security shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Securities, if any, that shall be payable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. (f) In case any Note Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of as provided in an Officers’ Officer’s Certificate, authenticate and deliver to or upon the written order of the Holder of the Note Security so surrendered, without charge to such Holder, a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered NotesSecurities. (g) If a Holder submits a Security for conversion, the Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of shares of Common Stock, if any, upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests any shares of Common Stock to be issued in a name other than the Holder’s name. The Company may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Company receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations. (h) Upon the conversion of an interest in a Global Security, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Securities effected through any Conversion Agent other than the Trustee.

Exercise of Conversion Privilege. (a) Before The right of conversion attaching to any Holder of a Note shall may be entitled to convert the same as set forth above, such Holder shall exercised (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and comply compliance with the applicable conversion procedures of the Depository in effect at that time andtime, (B) if required, pay paying funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, pay paying all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) complete completing, manually signing and manually sign and deliver delivering an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state stating in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender surrendering such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay paying all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, pay paying funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5 04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the holder Holder requests such shares to be issued in a name other than the holderHolder’s name, in which case the holder Holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c). (b) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of an Officers’ Certificate, authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes.

Exercise of Conversion Privilege. (a) Before any In order to exercise the conversion privilege: (1) the Holder of a Note shall any Definitive Debenture to be entitled to convert the same as set forth above, such Holder shall converted must: (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, (A) complete and manually sign the conversion notice substantially in the form of Exhibit F hereto (the "Conversion Notice"); (ii) deliver the Conversion Notice and deliver an irrevocable written notice the Definitive Debenture (and the Certificate of Conversion & Restricted Transfer, if applicable) to the Conversion Agent Agent; and (iii) if required, furnish appropriate endorsements and transfer documents; or (2) the holder of beneficial interests in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes any Global Debenture to be converted and must comply with the name or names (with addresses) Applicable Procedures to cause the beneficial interests in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, Global Debenture to be delivered upon settlement of the conversion obligation to be registered, (B) surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) and in either case, the Holder of a Definitive Debenture or holder of beneficial interests in a Global Debenture will, if required, pay all transfer or similar taxestaxes that the Company is not otherwise required to pay pursuant to Section 4.13(b) hereof and, if any, as set forth in required pursuant to Section 5.09 and (D8.02(b) if requiredhereof, pay funds equal to Interest the interest payable on the next Interest Payment Date Date. The date on which a Holder of a Definitive Debenture or holder of a beneficial interest in a Global Debenture completes the requirements of this Section 8.02(a) shall be deemed to which be the date of conversion (the "Conversion Date") for purposes of this Article 8. On and after the Conversion Date, the conversion by such Holder is not entitled or holder, as set forth in Section 5 04(dthe Conversion Notice, shall become irrevocable. (b) Each Definitive Debenture surrendered (in whole or in part), or beneficial interest in any Global Debenture surrendered to the Conversion Agent, for conversion during the Record Date Period shall be accompanied by payment in same-day funds or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Debenture (or part thereof, as the case may be) being surrendered for conversion; provided, however, that no such payment need be made in the case of any Debenture or portion thereof which has been called for redemption on a Redemption Date, or is repurchasable on a Repurchase Date, occurring, in either case, within the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date and the opening of business on the first Business Day after the next Interest Payment Date (or if such interest payment date is not a Business Day, the second Business Day after the interest payment date) and, as a result, the right to convert such Debenture would otherwise terminate in such period if not exercised. The Company interest so payable on such Interest Payment Date with respect to any Debenture (or portion thereof, if applicable) that is surrendered for conversion during the Record Date Period shall pay be paid to the Holder of such Debenture as of such Regular Record Date in an amount equal to the interest that would have been payable on such Debenture if such Debenture had been converted as of the close of business on such Interest Payment Date. Interest payable on any documentaryInterest Payment Date in respect of any Debenture surrendered for conversion on or after such Interest Payment Date shall be paid to the Holder of such Debenture as of the Regular Record Date immediately preceding such Interest Payment Date, stamp notwithstanding the exercise of the right of conversion. Except as provided in this Section 8.02(b), no cash payment or similar issue adjustment shall be made upon any conversion on account of any interest accrued from the Interest Payment Date next preceding the conversion date, in respect of any Debenture (or transfer tax part thereof, as the case may be) surrendered for conversion, or on account of any dividends on the issuance Common Stock issued upon conversion. The Company's delivery to the Holder of any the number of shares of Common Stock upon conversion (and cash in lieu of fractions thereof, as provided in this Indenture) into which a Debenture is convertible will be deemed to satisfy all of the Notes, unless the tax is due because the holder requests such shares Company's obligations to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note principal of, and interest or premium, if any, on the Debenture. (c) Debentures shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the Person or Persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock at such time. Following any Conversion Date, the Company shall satisfy its obligations with respect to such conversion by either: (1) that delivering to the Trustee, for delivery to the Holder (or such other Person as may be named in the relevant Conversion Notice), certificates representing the number of shares of Common Stock issuable upon such conversion; or (2) delivering to such Holder (or such other Person as may be named in the relevant Conversion Notice) such number of shares of Common Stock issuable upon such conversion in accordance with the Applicable Procedures, in each case, together with payment in lieu of any fractional shares, if any, as provided in Section 8.03 (such delivery of shares and payment, if any, the "Settlement"); provided that shares of Common Stock only will be deliverable in certificated form if (i) the Holder or holder that is exercising such conversion has complied specifically requested in writing that delivery be in certificates or (ii) the Company determines that delivery is required in certificated shares either because (A) delivery to the Holder (or such other Person named in the relevant Conversion Notice) is not practicable in accordance with the Applicable Procedures or (B) in the opinion of legal counsel, delivery is required in certificated form in order to comply with the requirements set forth in this Section 5.03of applicable securities laws. If the Holder of Company receives a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Conversion Notice on or prior to the Fundamental Change Expiration Timeday that is 30 days prior to Maturity, in accordance with Section 4.01(c)then Settlement shall occur on or prior to the tenth Trading Day following the Conversion Date. If the Company receives a Conversion Notice after the day that is 30 days prior to Maturity, then Settlement shall occur on or prior to the fifth Trading Day following Maturity (or, if the day of Maturity is not a Trading Day, on the sixth Trading Day after Maturity. (bd) In the case of any Note shall be surrendered for partial conversionDebenture which is converted in part only, upon such conversion the Company shall execute and the Trustee shall, upon receipt of an Officers’ Certificate, shall authenticate and deliver to or upon the written order Holder thereof, at the expense of the Holder of the Note so surrendered, without charge to such HolderCompany, a new Note Debenture or Notes in Debentures of authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notesprincipal amount of such Debenture. A Debenture may be converted in part, but only if the principal amount of such Debenture to be converted is any integral multiple of U.S. $1,000 and the principal amount of such security to remain outstanding after such conversion is equal to U.S. $1,000 or any integral multiple of $1,000 in excess thereof. (e) If shares of Common Stock to be issued upon conversion of a Restricted Debenture, or Debentures to be issued upon conversion of a Restricted Debenture in part only, are to be registered in a name other than that of the beneficial owner of such Restricted Debenture, then such Holder must deliver to the Conversion Agent a certificate of conversion and restricted transfer in form and substance set forth in Exhibit G hereto (the "Certificate of Conversion & Restricted Transfer"), dated the date of surrender of such Restricted Debenture and signed by such beneficial owner, as to compliance with the restrictions on transfer applicable to such Restricted Debenture. The Certificate of Conversion & Restricted Transfer shall be required in addition to the Conversion Notice. None of the Trustee, any Conversion Agent, Registrar or transfer agent shall be required to register shares of Common Stock issued upon conversion or any unconverted Debentures in the name of any Person other than that of the Holder or beneficial owner of the converted Restricted Debenture unless such Holder or beneficial owner has delivered a properly completed Certificate of Conversion & Restricted Transfer. All shares of Common Stock delivered upon conversion of Restricted Debentures shall bear restrictive legends substantially in the form of the legends required to be set forth on the Restricted Debentures pursuant to Section 2.06(g) hereof and shall be subject to the restrictions on transfer provided in such legends. Neither the Trustee nor any Conversion Agent shall have any responsibility for the inclusion or content of any such restrictive legends on such Common Stock.

Exercise of Conversion Privilege. In order to exercise the conversion privilege with respect to any Security in definitive form, the Holder of any Security to be converted shall deliver to any officer or at any office or agency maintained by the Company pursuant to Section 9.02, (a) Before any written notice to the Company in substantially the form of conversion notice attached to the form of Security attached as Exhibit A hereto at such office or agency that the Holder of a Note shall be entitled elects to convert the same as set forth above, such Holder shall (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time andSecurity or, if requiredless than the entire principal amount thereof is to be converted, pay funds equal the portion thereof to Interest payable on be converted, (b) the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, if required, pay all taxes or dutiesfunds, if any, as set forth in required by this Section 5.09 and (ii) in the case of a Physical Security12.02, (Ac) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (if shares or a facsimile thereof) (a “Conversion Notice”) at the office any portion of the Conversion Agent and shall state in writing therein the principal amount of Notes such Security not to be converted are to be issued in the name of a Person other than the Holder thereof, the name of the Person in which to issue such shares and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay all transfer or similar taxes, if any, required to be paid by the Holder pursuant to Section 12.08, and (d) if all of such Security is being converted, such Security, duly endorsed or assigned to the Company. In order to exercise the conversion privilege with respect to any interest in a global Security, the beneficial owner must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery, an interest in such global Security, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or other agent, and pay the funds, if any, required by this Section 12.02 and any transfer taxes if required pursuant to Section 12.08. As promptly as practicable after satisfaction of the requirements for conversion set forth in Section 5.09 above, the Company shall issue and (D) if required, pay funds equal shall deliver to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5 04(d). The Company shall pay any documentary, stamp a certificate or similar issue or transfer tax on certificates for the issuance number of any full shares of Common Stock issuable upon the conversion of the Notes, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, Security or portion thereof in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, as provided in Section 4.01(c). (b) 12.03, and in respect of any Make-Whole Premium. In case any Note Security of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2, the Company shall execute execute, and the Trustee shall, upon receipt of an Officers’ Certificate, shall authenticate and deliver to or upon the written order holder of the Holder of the Note Security so surrendered, without charge to such Holdercharge, a new Note Security or Notes Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered NotesSecurity. Each conversion shall be deemed to have been effected as to any such Security (or portion thereof) on the date on which the requirements set forth above in this Section 12.02 have been satisfied as to such Security (or portion thereof), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided however that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Security shall be surrendered. Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next preceding the following interest payment date that has not been called for redemption during such period, shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided however that no such payment need be made to the extent any overdue interest shall exist at the time of conversion with respect to any such Security or portion thereof. On conversion of a Security, that portion of accrued and unpaid interest, if any, remaining unpaid on such conversion shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions hereof. Except as provided above in this Section 12.02, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in this Article. Upon the conversion of an interest in a global Security, the Trustee (or other conversion agent appointed by the Company), shall make a notation on such global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

Exercise of Conversion Privilege. (a) Before In order to exercise the voluntary conversion privilege with respect to any Note in definitive form, the Holder of a any Note shall be entitled to convert the same as set forth above, such Holder shall (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) shall surrender such Note, duly endorsed or assigned to the Company or in blank (and blank, at any office or agency maintained by the Company pursuant to Section 9.02, accompanied by appropriate endorsement and transfer documents), at (a) written notice to the office Company in substantially the form of the Conversion Agentconversion notice attached to the form of Note attached as Exhibit A hereto at such office or agency that the Holder elects to voluntarily convert such Note or, if less than the entire principal amount thereof is to be converted, the portion thereof to be converted, (Cb) the funds, if any, required by this Section 12.02, and (c) if requiredshares or any portion of such Note not to be converted are to be issued in the name of a Person other than the Holder thereof, pay all the name of the Person in which to issue such shares and the transfer or similar taxes, if any, required to be paid by the Holder pursuant to Section 12.08. In order to exercise the voluntary conversion privilege with respect to any interest in a global Note, the beneficial owner must also complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery, an interest in such global Note, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or other agent, and pay the funds, if any, required by this Section 12.02 and any transfer taxes if required pursuant to Section 12.08. As promptly as practicable after satisfaction of the requirements for voluntary conversion set forth in Section 5.09 and above (D) if required, pay funds equal to Interest payable the date on the next Interest Payment Date to which such Holder is not entitled requirements are satisfied being referred to herein as set forth the “Conversion Date”), but in Section 5 04(d). The Company shall pay no event later than three Trading Days after the Conversion Date, subject to compliance with any documentary, stamp or similar issue or restrictions on transfer tax if shares issuable on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the holder requests such shares are to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that of the Holder has complied with (as if such transfer were a transfer of the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(cor Notes (or portion thereof) so converted). (b) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of an Officers’ Certificate, authenticate issue and deliver to such Holder a certificate or certificates for the number of full shares of Common Stock issuable upon the written order voluntary conversion of such Note or portion thereof in accordance with the provisions of this Article 12 (including any Plus Cash Shares, if applicable) and a check or cash in respect of the Holder Plus Cash Amount, if applicable, and any payment in respect of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion share of the surrendered Notes.Common Stock

Exercise of Conversion Privilege. (a) Before any Holder of a Note shall be entitled to convert the same as set forth above, such Holder shall (i) in the case of a Global Security, transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5 04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the holder requests such shares to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c). (b) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall, upon receipt of an Officers’ Certificate, authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Notes.