Common use of Exercise of Conversion Right Clause in Contracts

Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder 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 Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion Agent.

Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder 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 Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As Except to the extent that the Issuer has irrevocably elected to make a cash payment of principal upon conversion pursuant to Section 14.14(b), the Issuer may, in lieu of delivery of Common Shares in satisfaction of the Issuer’s obligation upon conversion of the Notes by any Holder, elect to deliver cash or a combination of cash and Common Shares pursuant to Section 14.14. If the Issuer elects to settle in Common Shares only pursuant to Section 14.14, as promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. If the Issuer elects to settle in cash or a combination of cash and Common Shares pursuant to Section 14.14, the cash and, if applicable, a certificate or certificates for the number of full shares of Common Shares into which the Notes are converted (and cash in lieu of fractional shares) will be delivered to the Holder after satisfaction of the requirements for conversion set forth above, in accordance with Section 14.14. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 RateRates in effect on the Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion Agent.

Exercise of Conversion Right. (a) In order to exercise the conversion right with respect to any Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in The City of New York pursuant to Section 10.2 of the Base Indenture or, at the option of the Holder of such Debenture, the Corporate Trust Office, such Debenture with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Debenture duly endorsed for transfer, accompanied by the funds, if any, required by this Section 2.14. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for any shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 2.19. In addition, if the conversion is being made pursuant to the exercise of the Fundamental Change Option, the conversion notice shall so state. (b) In order to exercise the conversion right with respect to any interest in a Global NoteDebenture, the beneficial holder owner must arrange for its broker, dealer or other DTC participant to 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 NoteDebenture; furnish appropriate endorsements and transfer documents if required by the Issuer Company or the Trustee or Conversion Agentconversion agent; and pay the funds, if any, required by this Section 14.2 2.14 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” 2.19. (c) The date on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As promptly as practicable after satisfaction of the all requirements for conversion set forth above, subject herein are satisfied being is herein referred to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of as the Holder “Conversion Date.” (as if such transfer were a transfer of the Note or Notes (or portion thereofd) so converted), the Issuer shall cause If the Company is required to issue shares of Common Stock upon settlement in accordance with Section 2.22, as promptly as practicable the Company shall issue and shall deliver to such Holder at the office or agency maintained by the Issuer Company for such purpose pursuant to Section 10.210.2 of the Base Indenture, (i) a certificate or certificates for the number of full shares of Common Shares Stock (if any) issuable upon the conversion of such Note Debenture or portion thereof as determined by the Issuer Company in accordance with the provisions of Section 14.14 2.22, and (ii) cash or a check or cash in respect of any fractional interest in respect of a share of Common Shares Stock arising upon such conversion, calculated by the Issuer Company as provided in Section 14.32.17. (e) The Company will deliver the Common Stock, and cash in lieu of fractional shares, if any, as promptly as practical after the Conversion Date, but in no event later than three Business Days thereafter. (f) 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 the Conversion Date the holder of record f the shares represented thereby. All anti-dilution adjustments to the Conversion Rate and determinations as to entitlement to interest thereon shall be carried out through that date in respect of the Debentures converted and upon that date the Holder will no longer be a Holder of such Debentures, subject to the rights of such Holder to receive any adjustment pursuant to Section 2.22. (g) Upon receipt of written confirmation from the Company that the conversion of an interest in a Global Debenture, the Trustee (or other conversion agent appointed by the Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Debentures. (h) In case any Note Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.23. 3 of the Base Indenture, the Issuer Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder of the Note Debenture so surrendered, without charge to the Holder, a new Note Debenture or Notes Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion AgentDebenture.

Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder 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 Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As Except to the extent that the Issuer has irrevocably elected to make a cash payment of principal upon conversion pursuant to Section 14.14(b), the Issuer may, in lieu of delivery of Common Shares in satisfaction of the Issuer’s obligation upon conversion of the Notes by any Holder, elect to deliver cash or a combination of cash and Common Shares pursuant to Section 14.14. If the Issuer elects to settle in Common Shares only pursuant to Section 14.14, as promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check or cash in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. If the Issuer elects to settle in cash or a combination of cash and Common Shares pursuant to Section 14.14, the cash and, if applicable, a certificate or certificates for the number of full shares of Common Shares into which the Notes are converted (and cash in lieu of fractional shares) will be delivered to the Holder after satisfaction of the requirements for conversion set forth above, in accordance with Section 14.14. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Issuer of an amount equal to the interest [and Additional Interest, if any,] to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) which have been called for redemption by the Issuer in a notice of redemption pursuant to Section 12.5 or that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to redemption or repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the redemption or repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes[, and Additional Interest, if any]. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interestinterest [or Additional Interest, if any]. Accrued and unpaid interest interest[, and Additional Interest, if any,] is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. If Common Shares to be issued upon conversion of a Restricted Security, or Notes to be issued upon conversion of a Restricted Security in part only, are to be registered in a name other than that of the Holder of such Restricted Security, such Holder must deliver to the Conversion Agent a Conversion Notice, dated the date of surrender of such Restricted Security and signed by such Holder, as to compliance with the restrictions on transfer applicable to such Restricted Security. Neither the Trustee nor any Conversion Agent, Registrar or Transfer Agent shall be required to register in a name other than that of the Holder of Common Shares or Notes issued upon conversion of any Restricted Security not so accompanied by a properly completed certificate. The Issuer hereby initially appoints the Trustee as Conversion Agent.

Exercise of Conversion Right. (i) In order to exercise the conversion right with respect to any Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in The City of New York or, at the option of the Holder of such Debenture, the Corporate Trust Office, such Debenture with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Debenture duly endorsed for transfer, accompanied by the funds, if any, required by this Section 10.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for any shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be accompanied by payment of transfer or similar taxes, if required pursuant to Section 10.07. In addition, if the conversion is being made pursuant to the exercise of the Fundamental Change Option, the conversion notice shall so state. (ii) In order to exercise the conversion right with respect to any interest in a Global NoteSecurity, the beneficial holder owner must arrange for its broker, dealer or other DTC participant to 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 NoteSecurity; furnish appropriate endorsements and transfer documents if required by the Issuer Company or the Trustee or Conversion Agentconversion agent; and pay the funds, if any, required by this Section 14.2 10.02 and any transfer taxes if required pursuant to Section 14.8. In order 10.07. (iii) The date on which all requirements for conversion set forth herein are satisfied is herein referred to exercise as the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on Date.” (iv) The Company will deliver the reverse thereofCommon Stock, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the fundscash in lieu of fractional shares, if any, required by this Section 14.2. Such notice shall also state as promptly as practical after the Conversion Date, but in no event later than three Business Days thereafter. (v) The Person in whose name or names (with address or addresses) in which the any certificate or certificates for shares of Common Shares which Stock shall be issuable on upon such conversion shall be issued, deemed to have become on the Conversion Date the holder of record of the shares represented thereby. All anti-dilution adjustments to the Conversion Rate and determinations as to entitlement to interest on the converted Debentures shall be accompanied by transfer or similar taxescarried out through that date in respect of the Debentures converted and upon that date the Holder will no longer be a Holder of such Debentures, if required subject to the rights of such Holder to receive any adjustment pursuant to Section 14.8. As promptly as practicable after satisfaction 10.03. (vi) Upon receipt of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause written confirmation from the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note an interest in a Global Security, the Trustee (or portion thereof as determined other conversion agent appointed by the Issuer Company), or the Custodian at the direction of the Trustee (or other conversion agent appointed by the Company), shall make a notation on such Global Security as to the reduction in accordance with the provisions of Section 14.14 and (ii) cash or a check Principal Amount represented thereby. The Company shall notify the Trustee in respect writing of any fractional interest in respect conversions of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. Debentures. (vii) In case any Note Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer Company shall execute and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver to the Holder of the Note Debenture so surrendered, without charge to the Holder, a new Note Debenture or Notes Debentures in authorized denominations in an aggregate principal amount Principal Amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion AgentDebenture.

Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder 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 Note; furnish appropriate endorsements and transfer documents if required by the Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “Conversion Notice” on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so converted), the Issuer shall cause the Company to issue and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 RateRates in effect on the Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion Agent.

Exercise of Conversion Right. In order to exercise the conversion right with respect to any interest in a Global Note, the beneficial holder must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the Depositary’s '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 Issuer or the Trustee or Conversion Agent; and pay the funds, if any, required by this Section 14.2 and any transfer taxes if required pursuant to Section 14.8. In order to exercise the conversion right with respect to any Note in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Note with the original or facsimile of the form entitled “"Conversion Notice” " on the reverse thereof, duly completed and manually signed, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 14.2. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Shares which shall be issuable on such conversion shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 14.8. As promptly as practicable after satisfaction Except to the extent that the Issuer has irrevocably elected to make a cash payment of the requirements for principal upon conversion set forth above, subject pursuant to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so convertedSection 14.14(b), the Issuer shall cause may, in lieu of delivery of Common Shares in satisfaction of the Company Issuer's obligation upon conversion of the Notes by any Holder, elect to issue deliver cash or a combination of cash and shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose Common Shares pursuant to Section 10.2, (i) a certificate or certificates for the number of full shares of Common Shares issuable upon the conversion of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Section 14.14 and (ii) cash or a check in respect of any fractional interest in respect of a share of Common Shares arising upon such conversion, calculated by the Issuer as provided in Section 14.3. In case any Note of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Section 2.2, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Note so surrendered, without charge to the Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. Each conversion shall be deemed to have been effected as to any such Note (or portion thereof) on the date on which the requirements set forth above in this Section 14.2 have been satisfied as to such Note (or portion thereof) (the “Conversion Date”), and the Person in whose name any certificate or certificates for shares of Common Shares 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 that any such surrender on any date when the stock transfer books of the Issuer 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 Conversion Date. To the extent provided in Section 2.1, Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (except in the case of any Note whose maturity is prior to such Interest Payment Date) shall be accompanied by payment in funds acceptable to the Issuer of an amount equal to the interest to be received on such Interest Payment Date on the principal amount of Notes being surrendered for conversion, as well as any taxes or duties payable pursuant to Section 14.8. To the extent provided in Section 2.1, Notes (i) for which overdue interest, if any, exists at the time of conversion with respect to such Notes or (ii) that are submitted for repurchase by the Holder in a Designated Event Repurchase Notice, and which are converted prior to repurchase, shall not require such concurrent payment to the Issuer upon surrender for conversion, if such Holder’s conversion right would terminate because of the repurchase between the Regular Record Date and the close of business on the second Business Day following the next succeeding Interest Payment Date and if converted during the time period set forth in this sentence, the Holders of such converted Notes shall be entitled to receive (and retain) any accrued interest on the principal of such surrendered Notes. Notes shall be deemed to have been converted immediately prior to 5:00 P.M. Eastern Time on the day of surrender of such Notes for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Notes as Holders shall cease, and the Person or Persons entitled to receive the Common Shares issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Shares at such time. As promptly as practicable on or after the Conversion Date, the Issuer shall cause to be issued and delivered to such Conversion Agent a certificate or certificates for the number of full Common Shares issuable upon conversion, together with payment in lieu of any fraction of a share as provided in Section 14.3 hereof. Upon the conversion of an interest in a Global Note, the Conversion Agent, or the Trustee, as custodian for the Depositary, at the direction of the Conversion Agent, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any conversions of Notes effected through any Conversion Agent. Except for accrued and unpaid interest payable through a Regular Record Date with respect to a Note converted after such Regular Record Date but prior to the corresponding Interest Payment Date, upon the conversion of a Note, a Holder will not receive any cash payment of accrued and unpaid interest. Accrued and unpaid interest is deemed to be paid in full with the Common Shares (together with the cash payment, if any in lieu of fractional shares) rather than cancelled, extinguished or forfeited. In the case of any Note which is converted in part only, upon such conversion the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations in aggregate principal amount equal to the unconverted portion of the principal amount of such Notes. The Issuer hereby initially appoints the Trustee as Conversion Agent14.14.