Common use of Notice to Holders Prior to Certain Actions Clause in Contracts

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In caseIf: (a) the Company shall declare declares a dividend (or any other distribution) on its Common Shares that would require an adjustment Stock (other than in the Conversion Rate pursuant to Section 14.05; orcash out of retained earnings); (b) the Company shall authorize authorizes the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class of Common Stock or any other rights or warrants; orwarrants (other than rights or warrants referred to in the second paragraph of Section 10.05(d)); (c) of there is any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is requiredparty, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the there is any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of the Securities pursuant to Section 4.05, and shall caused to be mailed to each holder Holder of Notes Securities, at his address appearing their last addresses as they shall appear on the Note Security Register provided for in Section 2.05 of this Indenture, the Company as promptly as possible but in any event at least ten (10) 10 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, dividend or distribution or of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, dividend or distribution or rights are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. The Company shall also disseminate a press release through Dow ▇▇▇▇▇ & Company Inc., Bloomberg Business News or PR Newswire containing this information.

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SIXTEEN

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05; orStock; (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class of its Capital Stock or any other rights or warrants; orwarrants that would require an adjustment in the Conversion Rate pursuant to Section 9.4; (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and to be mailed give notice to each holder of Notes at his address appearing on the Note Register provided for in accordance with Section 2.05 of this Indenture, as promptly as possible but in any event 15 at least ten (10) days prior to the applicable date hereinafter specified, a notice specified stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up; provided that a separate notice shall not be required under this Section if such notice has been effectively provided under another provision of this Agreement at least ten days prior to the relevant date described above; provided further that separate notice shall not be required if the Company has issued a press release at least ten days prior to the relevant date described above containing the information otherwise required in such notice. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In caseIf : (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.02; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 12.02; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his address appearing on Securities in the Note Register manner provided for in Section 2.05 of this Indenture13.02, as promptly as possible but in any event at least ten (10) three calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Exchange Rate pursuant to Section 14.0513.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Issuer or the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (ai) the Company shall declare a dividend (or any other distribution) on its Common Shares Voting Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or4.06; (bii) the Company shall authorize the granting to the holders of all or substantially all the Holders of its Common Shares Voting Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (ciii) of any reclassification or reorganization of the Common Shares Voting Stock of the Company (other than a subdivision or combination of its outstanding Common SharesVoting Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (div) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indentureregister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Voting Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Voting Stock of record shall be entitled to exchange their Common Shares Voting Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company Parent shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Exchange Rate pursuant to Section 14.057.04; or (b) the Company Parent shall authorize the granting to the holders of all or substantially all of its the shares of Common Shares Stock of options, rights or warrants to subscribe for or purchase any share of any class or any other options, rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company Parent is a party and for which approval of any shareholders of the Company Parent is required, or of the sale sale, lease or transfer of all or substantially all of the assets of the CompanyParent; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyParent or any of its Significant Subsidiaries; then, in each case, the Company shall cause to be filed with the Trustee and the Exchange Agent and to be mailed to each holder of Notes Holder at his such Holder’s address appearing on the Note Register list of Holders provided for in Section 2.05 3.06 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specifiedpracticable, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of shares of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5); or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his address appearing on the Note Register Debenture register, provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the The Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or7.06; (b) the The Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of Of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of Of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Securities at his address appearing on the Note Register Security register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten fifteen (1015) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten fifteen (1015) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05current or retained earnings); oror 101 (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization change of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), ) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company Corporation is required, required or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Notes Convertible Securities at his address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this Indenture, as promptly as possible but in any event at least ten (10) no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article Nineteen.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0513.03; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; , or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his address appearing on the Note Register Register, provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; oror ----- (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at ---- least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.5); or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register, provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In Except where notice is required pursuant to Section 12.01(iii)(A), in case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.02; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 12.02; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; (e) of the occurrence of the Restriction Release Date; (f) of any irrevocable elections pursuant to Section 12.01(d) with respect to the form of settlement of conversions; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his address appearing on Securities in the Note Register manner provided for in Section 2.05 of this Indenture13.02, as promptly as possible but in any event at least ten (10) three calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or (z) the date of the occurrence of the Restriction Release Date or the date of the Company’s irrevocable settlement election. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such any related dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Any notice of the occurrence of the Restriction Release Date shall include a brief description of the events relating to such occurrence as well as a statement of the effect of the occurrence of the Restriction Release Date on the conversion rights of Holders of the Securities. Any notice of an irrevocable settlement election shall indicate the form of settlement irrevocably elected by the Company and until such notice has been given as provided in this Section 12.06, converting Holders will retain their rights with respect to the settlement of conversions fully or partially in cash to retract conversions of Securities as provided in Section 12.01(c).

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.059.06; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his address appearing on the Note Register provided for in Section 2.05 305 of this the Original Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (: a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.057.04; or (or b) the Company shall authorize the granting to the holders of all or substantially all of its the shares of Common Shares Stock of options, rights or warrants to subscribe for or purchase any share of any class or any other options, rights or warrants; or (or c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale sale, lease or transfer of all or substantially all of the assets of the Company; or (or d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any of its Significant Subsidiaries; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each holder of Notes Holder at his such Holder’s address appearing on the Note Register list of Holders provided for in Section 2.05 3.06 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specifiedpracticable, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of shares of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (ai) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or4.06; (bii) the Company shall authorize the granting to the holders of all or substantially all the Holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; orwarrants to purchase Common Stock; (ciii) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (div) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indentureregister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5); or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his address appearing on the Note Register Debenture register, provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his such holder's address appearing on the Note Debenture Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.0514.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his its address appearing on the Note Register Register, provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or rights rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05current or retained earnings); or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share shares of any class or any other rights or warrants; or (c) of any reclassification or reorganization change of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), ) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, required or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Notes Convertible Securities at his such holder's address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this Indenture, as promptly as possible but in any event at least ten (10) no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article Seventeen.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.6; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture2.5, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In caseIf: (a) the Company shall declare declares a dividend (or any other distribution) on its Common Shares that would require an adjustment Stock (other than in the Conversion Rate pursuant to Section 14.05; orcash out of retained earnings); (b) the Company shall authorize authorizes the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class of Common Stock or any other rights or warrants; orwarrants (other than rights or warrants referred to in the second paragraph of Section 12.05(d)); (c) of there is any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the there is any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed with the Trustee and to be mailed to each holder of Convertible Notes at his or her address appearing on the Note Register provided register maintained for in Section 2.05 of this Indenture, that purpose as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, dividend or distribution or of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, dividend or distribution or rights are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case:If (a) the Company shall declare declares a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05Shares; or (b) the Company shall authorize authorizes the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class of Common Shares or any other rights or warrantswarrants (other than rights or warrants referred to in the second paragraph of Section 12.05(d)); or (c) of there is any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation amalgamation, consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the there is any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed with the Trustee and to be mailed to each holder of Convertible Notes at his or her address appearing on the Note Register provided maintained by the Registrar for in Section 2.05 of this Indenture, that purpose as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, amalgamation, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, amalgamation, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, amalgamation, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.058.05; or (b) the Company shall authorize the granting to the holders Holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Security Register provided for in Section 2.05 of this the Original Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.052.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Security Register provided for in Section 2.05 305 of this the Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Class A Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.03; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Class A Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Class A Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Class A Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentureholder at his address appearing on the Note Register Debenture register, provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Shares Stock of record shall be entitled to exchange their Class A Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company Corporation shall declare a dividend (or any other distribution) on the Shares of Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05; orcurrent or retained earnings); (b) the Company Corporation shall authorize the granting to the holders of all or substantially all the Shares of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of any reclassification or reorganization change of the Common Shares of the Company Common Stock (other than a subdivision or combination of its outstanding Shares of Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value)) or, or of any consolidation or merger to which the Company Corporation is a party and for which approval of any shareholders stockholders of the Company Corporation is required, required or of for the sale or transfer of all or substantially all of the assets of the CompanyCorporation; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; Corporation, in each of the Company cases (a) — (d) above, the Corporation shall cause to be filed with the Trustee and the Corporation shall send or cause to be mailed sent to each holder of Notes Convertible Securities at his address appearing on the Note Register Debt Security Register, provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) no less than 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Shares of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Shares of Common Shares Stock of record shall be entitled to exchange their Shares of Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article Eighteen.

Notice to Holders Prior to Certain Actions. In case: (a) , the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0513.05; or (b) or the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) or of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any of its significant subsidiaries; or (d) or of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any of its significant subsidiaries; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his such ▇▇▇▇▇▇'s address appearing on the Note Register list of Securityholders provided for in Section 2.05 3.05 of this Indenture, as promptly as possible practicable but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Ordinary Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Ordinary Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Ordinary Shares of the Company (other than a subdivision or combination of its outstanding Common Ordinary Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Ordinary Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Ordinary Shares of record shall be entitled to exchange their Common Ordinary Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his its address appearing on the Note Register provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or rights rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0517.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class of capital stock or any other rights rights, options or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger binding share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer conveyance of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; 107 the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his address appearing on the Note Debenture Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, binding share exchange, sale, transferconveyance, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, binding share exchange, sale, transferconveyance, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, binding share exchange, sale, transferconveyance, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0513.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; , or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his address appearing on the Note Register Register, provided for in Section 2.05 of this Indenture2.06, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, authorization, grant, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In casecase after the date hereof: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.2; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his address appearing on the Note Securities Register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten three (103) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Notwithstanding and in addition to the foregoing, the Company shall be required to give the notices specified in paragraph [7] of the Securities.

Notice to Holders Prior to Certain Actions. In case: (a) the The Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or9.7; (b) the The Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of Of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of Of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee Conversion Agent and shall cause to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten 15 days (1010 days in the case of (a) days or (b) above) prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or takes any other distribution) on its Common Shares action that would require an adjustment in the Conversion Rate a supplemental indenture pursuant to Section 14.0517.6; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record date is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Preferred Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, determined or (y) the date on which such reclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, occur and the date as of which it is expected that holders of Common Shares record of record Preferred Stock shall be entitled to exchange their Common Shares Preferred Stock for securities or other property deliverable upon such reclassification, change consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding- up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings referenced in clauses (a) through (b) of this Section 17.10. State Street Bank and Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of 95 107 Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In n case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.03); or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register, provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.2; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his address appearing on the Note Securities Register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten three (103) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Notwithstanding and in addition to the foregoing, the Company shall be required to give the notices specified in paragraph 6 of the Securities.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d▇) of ▇▇ the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or12.5; (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its the outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (dc) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, warrants to subscribe for or purchase any shares of capital stock of any class of any other rights, the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 10 days prior to the applicable record or effective date hereinafter specifiedspecified (but in no event prior to the date of the notice provided to the holders of Common Stock), a notice stating (x) the date on which a record is to be taken for the purpose of such dividenddividend , distribution or rights distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights, options or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, authorization, grant, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05current or retained earnings); or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization change of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to -131- 144 par value), ) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company Corporation is required, required or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Notes Convertible Securities at his address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this Indenture, as promptly as possible but in any event at least ten (10) no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article Nineteen.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its the outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (dc) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, warrants to subscribe for or purchase any shares of capital stock of any class of any other rights, the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 10 days prior to the applicable record or effective date hereinafter specifiedspecified (but in no event prior to the date of the notice provided to the holders of Common Stock), a notice stating (x) the date on which a record is to be taken for the purpose of such dividenddividend , distribution or rights distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights, options or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or17.05; (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class of capital stock or any other rights rights, options or warrants; or; (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his address appearing on the Note Debenture Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In casethe event that: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment Stock (other than in the Conversion Rate pursuant to Section 14.05cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock generally of rights or warrants to subscribe for or purchase any share shares of any class of its Capital Stock or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall file or cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice prepared ## CT01/SCHIJ/68118.34 51 57 by the Company stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, occurring and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property Property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0510.03; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger statutory share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his address appearing on the Note Register register provided for in Section 2.05 2.03 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0516.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; oror 91 (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his address appearing on the Note Debenture Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company Issuer shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.0513.5; or (b) the Company Issuer shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Company Issuer is a party and for which approval of any shareholders of the Company Issuer is required, or of the sale or transfer of all or substantially all of the assets of the CompanyIssuer; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyIssuer; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Share of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Share of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or12.5; (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its the outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (dc) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class of any other rights, the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 10 days prior to the applicable record or effective date hereinafter specifiedspecified (but in no event prior to the date of the notice provided to the holders of Common Stock), a notice stating (x) the date on which a record is to be taken for the purpose of such dividenddividend , distribution or rights distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights, options or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0510.03; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger statutory share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Securities at his address appearing on the Note Register register provided for in Section 2.05 2.03 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, or statutory share exchange sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, or statutory share exchange sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, or statutory share exchange sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; oror ------------ (b) the Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Securities at his address appearing on the Note Register Security register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event ----------- at least ten fifteen (1015) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or takes any other distribution) on its Common Shares action that would require an adjustment in the Conversion Rate a supplemental indenture pursuant to Section 14.0517.6; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company (other than a subdivision or combination of its outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record date is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Preferred Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, determined or (y) the date on which such reclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, occur and the date as of which it is expected that holders of Common Shares record of record Preferred Stock shall be entitled to exchange their Common Shares Preferred Stock for securities or other property deliverable upon such reclassification, change consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding winding-up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings referenced in clauses (a) through (b) of this Section 17.10. ▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.057.04; or (b) the Company shall authorize the granting to the holders of all or substantially all of its the shares of Common Shares Stock of options, rights or warrants to subscribe for or purchase any share of any class or any other options, rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale sale, lease or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any of its Significant Subsidiaries; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each holder of Notes Holder at his such Holder’s address appearing on the Note Register list of Holders provided for in Section 2.05 3.06 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specifiedpracticable, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of shares of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Class A Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or1704; (b) the Company shall authorize the granting to all of the holders of all or substantially all its Class A Common Stock of its Common Shares of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; or; (c) of any reclassification or reorganization of the Class A Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Class A Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register Register, provided for in Section 2.05 305(a) of this Indenture, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or rights rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Shares Stock of record shall be entitled to exchange their Class A Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.053.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Security Register provided for in Section 2.05 305 of this the Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.054.03; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this the Base Indenture, as promptly as possible but in any event at least ten twenty (1020) days prior to the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.058.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 8.04; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause give to be filed with the Trustee and to be mailed mail to each holder of Notes Noteholder at his its address appearing on the Note Register provided for or publicly announce, unless another notice of such event is specified elsewhere in Section 2.05 of this Supplemental Indenture, as promptly as possible but in any event at least ten (10) 15 calendar days prior to the applicable date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company Issuer (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company Issuer is a party and for which approval of any shareholders stockholders of the Company Issuer is required, or of the sale or transfer of all or substantially all of the assets of the CompanyIssuer; or (db) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes Bonds at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of GTS Common Shares Stock of record shall be entitled to exchange their GTS Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SIXTEEN

Notice to Holders Prior to Certain Actions. In case:: ------------------------------------------ (a) the Company Issuer shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0511.5); or (b) the Company Issuer shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company Issuer (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company Issuer is a party and for which approval of any shareholders of the Company Issuer is required, or of the sale or transfer of all or substantially all of the assets of the CompanyIssuer; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes Securities at his address appearing on the Note Register Security register, provided for in Section 2.05 2.8 of this Indenture, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.]

Notice to Holders Prior to Certain Actions. In Except where notice is required pursuant to Section 10.01, in case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0510.04; or (b) the Company shall authorize the granting to the holders of all or substantially all of the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 10.04; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision share split or share combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any share exchange, consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale conveyance, transfer, sale, lease or transfer other disposition of all or substantially all of the consolidated assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed provided to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this IndentureHolder, as promptly as possible but in any event at least ten twenty (1020) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, transferlease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company Holdings shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Exchange Price pursuant to Section 14.0510.05; or (b) the Company Holdings shall authorize the granting to the holders of all or substantially all of the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Exchange Price pursuant to Section 10.05; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company Holdings (other than a subdivision share split or share combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any share exchange, consolidation or merger to which the Company Holdings is a party and for which approval of any shareholders stockholders of the Company Holdings is required, or of the sale conveyance, transfer, sale, lease or transfer other disposition of all or substantially all of the consolidated assets of the CompanyHoldings; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyHoldings; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 books and records of this Indenturethe Registrar, as promptly as possible but in any event at least ten (10) 20 calendar days prior to the applicable date hereinafter specified, a notice stating (x) the declaration date on which a record is to be taken of the dividend or other distribution, (y) the Record Date for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yz) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, transferlease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the The Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or10.6; (b) the The Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of Of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of Of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder, at his the Company's expense, at its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In casecase after the date hereof: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0512.2; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his address appearing on the Note Securities Register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten three (103) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Notwithstanding and in addition to the foregoing, the Company shall be required to give the notices specified in paragraph 7 of the Securities.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Exchange Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Issuer or the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yy)(i) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup and (ii) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless the non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock (that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5 hereof); or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register Register, provided for in Section 2.05 of this Indenture2.5 hereof, as promptly as possible but in any event at least ten (10) fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or12.5; (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its the outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or; (dc) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any shares of capital stock of any class of any other rights, the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 10 days prior to the applicable record or effective date hereinafter specifiedspecified (but in no event prior to the date of the notice provided to the holders of Common Stock), a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights, options or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date 66 hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, authorization, grant, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.06; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his such holder’s address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company Parent shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0510.06; or (b) the Company Parent shall authorize the granting to the holders of all or substantially all of the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Price pursuant to Section 10.06; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company Parent (other than a subdivision share split or share combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any share exchange, consolidation or merger to which the Company Parent is a party and for which approval of any shareholders stockholders of the Company Parent is required, or of the sale conveyance, transfer, sale, lease or transfer other disposition of all or substantially all of the consolidated assets of the CompanyParent; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyParent; the Company Parent shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureSecurity Register, as promptly as possible but in any event at least ten twenty (1020) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the declaration date of the dividend or other distribution, (y) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yz) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, transferlease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In caseIf: (a) the Company shall declare declares a dividend (or any other distribution) on its Class A Common Shares Stock (other than in cash out of retained earnings or other than a dividend that would require results in an adjustment in the Conversion Rate Price pursuant to Section 14.0516.6 as to which the Company has made an election in accordance with Section 16.6(m)); or (b) the Company shall authorize authorizes the granting to the holders of all or substantially all its shares of its Class A Common Shares Stock of rights or warrants entitling such holders to subscribe for or purchase any share shares of any class Class A Common Stock or any other rights or warrantswarrants (other than rights or warrants referred to in the fifth paragraph of Section 16.6(d)); or (c) of there is any reclassification or reorganization of the Class A Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Class A Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the there is any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his or her address appearing on the Note Security Register provided maintained for in Section 2.05 of this Indenture, that purpose as promptly as possible but in any event at least ten (10) 14 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Shares Stock of record shall be entitled to exchange their Class A Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Base Conversion Rate pursuant to Section 14.058.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his its address appearing on the Note Register Register, provided for in Section 2.05 of this First Supplemental Indenture, as promptly as possible but in any event at least ten (10) twenty calendar days prior to the applicable date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or7.06; (b) the Company shall authorize the granting to the holders of all or substantially all the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; (d) of any Public Change of Control; or (de) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Holder at his its address appearing on the Note Register provided for in Section 2.05 of this IndentureRegister, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (xa) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, determined or (yb) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, Public Acquirer Change of Control, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, Public Acquirer Change of Control, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, Public Acquirer Change of Control, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05current or retained earnings); or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share shares of any class or any other rights or warrants; or (c) of any reclassification or reorganization change of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), ) or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, required or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Notes Convertible Securities at his such holder's address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this Indenture, as promptly as possible but in any event at least ten (10) no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, change, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article Fourteen.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Exchange Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Issuer or the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company Issuer shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his its address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (yy)(i) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup and (ii) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless the non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05 hereof; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenturehereof, as promptly as possible but in any event at least ten (10) 10 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In Except where notice is required pursuant to Section 10.01(a) in case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0510.06; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares of Stock or rights or warrants to subscribe for or purchase any share of any class or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 10.06; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his its address appearing on the Note Register provided for in Section 2.05 11.2 of this the Original Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on the Common Stock (other than in cash out of its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 14.05current or retained earnings); or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization change of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), ) or of any consolidation or merger to which the Company 114 is a party and for which approval of any shareholders stockholders of the Company is required, required or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and the Company shall cause to be mailed to each holder of Notes Convertible Securities at his address appearing on the Note Register Security Register, provided for in Section 2.05 305 of this Indenture, as promptly as possible but in any event at least ten (10) no less than fifteen days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding upup or any adjustment in the Conversion Price required by this Article XIX.

Notice to Holders Prior to Certain Actions. In casethe event: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or10.04; (b) the Company shall authorize the granting to the holders of all or substantially all of the holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; orwarrants that would require an adjustment in the Conversion Rate pursuant to Section 10.04; (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision share split or share combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any share exchange, consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale conveyance, transfer, sale, lease or transfer other disposition of all or substantially all of the consolidated assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and to be mailed provided to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this IndentureHolder, as promptly as possible but in any event at least ten (10) 20 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, transferlease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.6; or (b) the Company shall authorize the granting to the holders of all or substantially all the Holders of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Debentures at his address appearing on the Note Register Debenture register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders Holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable deliver-able upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0516.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a1) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or10.02; (b2) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share shares of any class or any other rights or warrantsCommon Stock; or (c3) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger or similar transaction to which the Company or any Significant Subsidiary is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; , then the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Securities at his address appearing on the Note Securities Register provided for in Section 2.05 3.05 of this Indenture, as promptly as possible but in any event at least ten (10) 20 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Voting Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.05; or2.07; (b) the Company shall authorize the granting to the holders of all or substantially all the Holders of its Common Shares Voting Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of any reclassification or reorganization of the Common Shares Voting Stock of the Company (other than a subdivision or combination of its outstanding Common SharesVoting Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; orto (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Notes Debentures at his address appearing on the Note Register provided for in Section 2.05 of this IndentureDebenture register, as promptly as possible but in any event at least ten (10) 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Voting Stock of record to be entitled to such dividend, distribution distribution, or rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Voting Stock of record shall be entitled to exchange their Common Shares Voting Stock for securities or other property deliverable deliver-able upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0511.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Securities at his address appearing on the Note Register Security register provided for in Section 2.05 2.6 of this Indenture, as promptly as possible but in any event at least ten fifteen (1015) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentures at his its address appearing on the Note Debenture Register provided for in Section 2.05 2.04 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.04; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Debentureholder at his address appearing on the Note Register Debenture register, provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten (10) twenty days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.. 100

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0514.06; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed sent to each holder of Notes Noteholder at his such holder’s address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.0515.5; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the CompanyCompany or any Significant Subsidiary; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or any Significant Subsidiary; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register register provided for in Section 2.05 2.5 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, 110 liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.. ARTICLE SIXTEEN

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes at his address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0515.05; or (b) the Company shall authorize the granting to the holders of all or substantially all of its Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his such holder's address appearing on the Note Register provided for in Section 2.05 of this Indenture, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.057.06; or (b) the Company shall authorize the granting to the holders of all or substantially all of its the Common Shares Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or; (c) of any reclassification or reorganization of the Common Shares of the Company Stock (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, combination, merger or merger share exchange to which the Company or the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; , the Company shall cause to be filed with the Trustee and to be mailed to each holder Holder of Convertible Notes at his its address appearing on the Note Security Register provided for in Section 2.05 3.5 of this the Base Indenture, as promptly as possible but in any event at least ten (10) 10 calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Shares Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.0513.03; or (b) the Company shall authorize the granting to all of the holders of all or substantially all of its Common Shares Stock of rights rights, options or warrants to subscribe for or purchase any share of any class or any other rights rights, options or warrants; , or (c) of any reclassification or reorganization of the Common Shares Stock of the Company (other than a subdivision or combination of its outstanding Common SharesStock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; the Company shall cause to be filed with the Trustee and to be mailed to each holder of Notes Noteholder at his its address appearing on the Note Register Register, provided for in Section 2.05 2.06 of this Indenture, as promptly as possible but in any event at least ten twenty (1020) days prior to the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares Stock of record to be entitled to such dividend, distribution or rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up.