Common use of Purchase of Securities at Option of the Holder upon a Fundamental Change Clause in Contracts

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event If a Fundamental Change shall occur at any time when any Securities remain outstandingoccurs prior to the Final Maturity Date, each Holder of a Security shall have the right, at such the option of the Holder’s option, to require the Company to purchase for cash all of such Holders’ Securities or any portion of the principal amount thereof that is Securities of such Holder equal to $1,000 principal amount (or an any integral multiple thereof thereof) at the Fundamental Change Purchase Price, on a the date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment later of the Fundamental Change Effective Date and the date the Issuer Fundamental Change Notice is given by the Company pursuant to subsection 3.08(b) (the "Fundamental Change Purchase Price Date"). (b) On or before the 30th day after the Company knows or reasonably should know of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any a Fundamental Change, the Company shall mail a written notice of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) Fundamental Change and of the Exchange Act becomes resulting purchase right to the direct or indirect “beneficial owner,” as Trustee, Paying Agent and to each Holder of record of Securities (the "Issuer Fundamental Change Notice"). The Issuer Fundamental Change Notice shall include the form of a Fundamental Change Purchase Notice (defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (Abelow) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on completed by the NYSE, Nasdaq or another national securities exchange Holder and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transactionshall state: (1) the events causing such Fundamental Change; (2) the date (or expected date) of such Fundamental Change; (3) the last date by which the Fundamental Change Purchase Notice must be delivered to elect the purchase option pursuant to this Section 3.08; (4) the Fundamental Change Purchase Date; (5) the Fundamental Change Purchase Price; (6) the Holder's right to require the Company to purchase the Securities; (7) the name and address of each Paying Agent and Conversion Agent; (8) the then effective Conversion Rate and any adjustments to the Conversion Rate resulting from such Fundamental Change; (9) the procedures that does not result the Holder must follow to exercise rights under Article 4 of this Indenture and that Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Common Stock pursuant to Article 4 of this Indenture only to the extent that the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (10) the procedures that the Holder must follow to exercise rights under this Section 3.08; (11) the procedures for withdrawing a Fundamental Change Purchase Notice; (12) that, unless the Company fails to pay such Fundamental Change Purchase Price, Securities covered by any reclassification, conversion, exchange or cancellation of Fundamental Change Purchase Notice will cease to be outstanding shares of and interest will cease to accrue on and after the Company’s capital stockFundamental Change Purchase Date; and (213) pursuant to which holders the CUSIP number of the Securities. At the Company’s capital stock immediately 's written request, the Trustee shall give such Issuer Fundamental Change Notice in the Company's name and at the Company's expense; provided, that, in all cases, the text of such Issuer Fundamental Change Notice shall be prepared by the Company. In connection with the delivery of the Issuer Fundamental Change Notice to the Holders, the Company shall publish a notice containing substantially the same information that is required in the Issuer Fundamental Change Notice in a newspaper of general circulation in the City of New York or publish information on a website of the Company or through such other public medium the Company may use at that time. If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures relating to the purchase of Global Securities. (c) A Holder may exercise its rights specified in Section 3.08(a) upon delivery of a written notice (which shall be in substantially the form attached as Exhibit A under the heading "Fundamental Change Purchase Notice" and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's Applicable Procedures) of the exercise of such rights (a "Fundamental Change Purchase Notice") to the Paying Agent at any time prior to the transaction have close of business on the entitlement to exercise, directly or indirectly, 50% or more of Business Day immediately preceding the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stockPurchase Date, depositary receipts or other certificates representing common equity interests traded or subject to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other extension to comply with applicable considerationlaw.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event that a Fundamental Change shall occur at any time when any Securities remain outstandingoccur, then each Holder shall have the right, at such the Holder’s 's option, to require the Company to purchase repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holders’ Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or an integral multiple thereof of $1,000 in excess thereof), on a the date specified by the Company (the “"Fundamental Change Purchase Repurchase Date”") that is not less than 20 nor more than 30 (i) in the event of a Fundamental Change arising from a Change of Control, on the first Business Days Day after the date the Company mails expiration of the Fundamental Change Company Notice pursuant to Section 3.01(b)Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of Trading, at a purchase repurchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, to be repurchased plus accrued and unpaid interest (including any Additional Interestand Liquidated Damages, if any) accrued but unpaid to, but not includingexcluding, the Fundamental Change Purchase Repurchase Date (the “"Fundamental Change Purchase Repurchase Price”"). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article X, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that the Company shall have the option to pay the Fundamental Change Repurchase Price, subject to satisfaction the fulfillment by or on behalf of any Holder the Company of the requirements conditions set forth in Section 3.01(d)3.3 and subject to the Share Limitation, by delivery of shares of Common Stock or a combination of cash and Common Stock. No Each Holder whose Securities may be purchased at are repurchased pursuant to this Section 3.2 shall receive the option same percentage(s) of the Holders upon a Fundamental Change if there has occurred and is continuing an Event cash and/or shares of Default other than an Event of Default that is cured by the Common Stock in payment of the Fundamental Change Purchase Repurchase Price of the for such Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior except with regard to the transaction have the entitlement to exercise, directly or indirectly, 50% or more payment of the total voting power cash in lieu of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding fractional shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists The number of shares of common stock, depositary receipts or other certificates representing common equity interests traded or Common Stock to be traded immediately following delivered shall equal such transaction on number of shares of Common Stock as have a U.S. national securities exchange and, fair market value (as a result determined under Section 3.3 hereof) equal to the percentage of the transaction or transactionsFundamental Change Repurchase Price to be paid in shares of Common Stock as set forth in the applicable Company Notice. At any time prior to the delivery of the applicable Company Notice, the Securities become convertible into Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such common stock, depositary receipts or other certificates representing common equity interests (waiver to the Trustee and any rights attached thereto) and other applicable considerationthe Holders.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 15 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d3.01(c). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

Purchase of Securities at Option of the Holder upon a Fundamental Change. Article 12 of the Base Indenture shall not apply to the Securities. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b)) below, at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) (the “Fundamental Change Repurchase Price”) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”)Repurchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d)) below. If the Fundamental Change Repurchase Date is after a Record Date and on or prior to the related Interest Payment Date, the interest payable on such Interest Payment Date will be paid to the Holder of record of the Securities on the relevant Record Date (which may or may not be the same Person to whom the Company shall pay the Fundamental Change Repurchase Price) and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of the Securities tendered for purchase. No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Repurchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq the NASDAQ Global Select Market or NASDAQ Global Market or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iviii) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stockCapital Stock; and (2) pursuant to which holders of the Company’s capital stock Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock Capital Stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock Capital Stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to with the intention of, or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (viv) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash Cash payments for fractional shares and cash Cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iviii) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change (other than one resulting from a Company Convertible Offering) shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s 's option, to require the Company to purchase all of such Holders’ ' Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 15 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d3.01(c). No In the event a Fundamental Change resulting from a Company Convertible Offering shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder's option, to require the Company to purchase that amount of the principal amount of such Holder's Securities that is equal to, but not in excess of, the Holder Convertible Offering Participation Amount of such Holder. Each such Holder may require such purchase on a date (the “Convertible Offering Fundamental Change Purchase Date”) that is not less than five nor more than ten Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(a)(ii), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) to, but not including, the closing date of the Company Convertible Offering (the “Convertible Offering Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(b) and the Company's determination that no violation would occur as contemplated by Section 3.01(c) and the terms and conditions of Section 3.01(d) are otherwise satisfied. With respect to a Fundamental Change (other than one resulting from a Company Convertible Offering), no Securities may be purchased at the option of the Holders upon a such Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 13d‑3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or; (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s 's board of directors does not consist of continuing directors; or; (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s 's properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s 's capital stock; and (2) pursuant to which holders of the Company’s 's capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s 's capital stock entitled to vote generally in elections of the Company’s 's directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s 's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s 's shareholders approve any plan or proposal for the Company’s 's liquidation or dissolution. However, ; or (vi) the closing of a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable considerationCompany Convertible Offering.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event that a Fundamental Change shall occur at any time when any Securities remain outstandingoccur, then each Holder shall have the right, at such the Holder’s 's option, to require the Company to purchase repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holders’ Holder's Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an any integral multiple of $1,000 in excess thereof (provided, however, that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on a the date specified by the Company (the “"Fundamental Change Purchase Repurchase Date”") that is not less than 20 nor more than 30 (i) in the event of a Fundamental Change arising from a Change of Control, on the first Business Days Day after the date the Company mails expiration of the Fundamental Change Company Notice pursuant to Section 3.01(b)Conversion Period and (ii) otherwise on the 35th Business Day after a Termination of Trading, at a purchase repurchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, to be repurchased plus accrued and unpaid interest (including any Additional InterestLiquidated Damages) accrued but unpaid to, but not includingexcluding, the Fundamental Change Purchase Repurchase Date (the “"Fundamental Change Purchase Repurchase Price”"). Such right to require the repurchase of the Securities shall not continue after a discharge of the Company from its obligations with respect to the Securities in accordance with Article XII, unless a Fundamental Change shall have occurred prior to such discharge. The Fundamental Change Repurchase Price shall be paid in cash; provided, that the Company shall have the option to pay the Fundamental Change Repurchase Price, subject to satisfaction the fulfillment by or on behalf of any Holder the Company of the requirements conditions set forth in Section 3.01(d)3.3, by delivery of shares of Common Stock or a combination of cash and Common Stock. No Each Holder whose Securities may be purchased at are repurchased pursuant to this Section 3.2 shall receive the option same percentage of the Holders upon a Fundamental Change if there has occurred and is continuing an Event cash or shares of Default other than an Event of Default that is cured by the Common Stock in payment of the Fundamental Change Purchase Repurchase Price of the for such Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior except with regard to the transaction have the entitlement to exercise, directly or indirectly, 50% or more payment of the total voting power cash in lieu of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding fractional shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists The number of shares of common stock, depositary receipts or other certificates representing common equity interests traded or Common Stock to be traded immediately following delivered shall equal such transaction on number of shares of Common Stock having a U.S. national securities exchange and, fair market value (as a result determined under Section 3.3 hereof) equal to the percentage of the transaction or transactionsFundamental Change Repurchase Price to be paid in shares of Common Stock as set forth in the applicable Company Notice). At any time prior to the delivery of the applicable Company Notice, the Securities become convertible into Company may unilaterally irrevocably waive its right under this Section 3.2 to pay all or any portion of the Fundamental Change Repurchase Price in shares of Common Stock by providing written notice of such common stock, depositary receipts or other certificates representing common equity interests (waiver to the Trustee and any rights attached thereto) and other applicable considerationthe Holders.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 15 nor more than 30 45 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest, if any) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d3.01(c). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a any “person” or “group” within (other than the meaning of Section 13(d)(3Company or its employee benefit plans) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Actdirectly or indirectly, of shares of the Common Stock Company’s voting stock representing more than 50% or more of the total voting power of all outstanding classes of the Common Stock entitled Company’s voting stock or has the power, directly or indirectly, to vote generally in elect a majority of the election members of the board of directors of the Company and (Aa) such person or group files a Schedule 13D or Schedule TO TO, or any other successor schedule, form or report under the Exchange Act Act, disclosing such beneficial ownership the same or (Bb) the Company otherwise becomes aware of any such person or group; or; (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchangeCompany consolidates with, or any conveyancemerges with or into, transferanother Person or, sale, lease or other disposition in a single transaction or a series of transactions transactions, the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the Company’s properties and assets other than: assets, or any Person consolidates with, or merges with or into, the Company, provided, however, that a transaction described in this clause (ii) will be deemed not to be a Fundamental Change so long as such transaction (A) any transaction: both (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and voting stock and (2) pursuant to which holders the Persons (the “Existing Shareholders”) that “beneficially owned,” directly or indirectly, shares of the Company’s capital voting stock immediately prior to the such transaction have the entitlement to exercisebeneficially own, directly or indirectly, 50% or more shares of voting stock representing a majority of the total voting power of all shares outstanding classes of capital voting stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly transferee person or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that which is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; orentity; (Ciii) any transaction with any the Common Stock into which the Securities are then convertible ceases to be listed on the NYSE, the Nasdaq or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States and no American Depositary Shares or similar instruments for the Common Stock are so listed or quoted in the United States; (iv) continuing directors cease to constitute a majority of the Company’s wholly-owned subsidiaries, so long as such transaction is not part board of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons.directors; or (v) the Company’s shareholders stockholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder the Securities shall have be purchased by the rightCompany, at such Holder’s optionthe option of any Holder thereof, to require in accordance with the Company to purchase all provisions of such Holders’ Securities or any portion paragraph 6 of the principal amount thereof that is equal to $1,000 or an integral multiple thereof Securities on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 nor more than 30 45 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b5.1(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest, if any) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d5.1(c). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i1) a any “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO TO, or any other successor schedule, form or report under the Exchange Act disclosing such beneficial ownership Act, disclosing, or (B) the Company otherwise becomes aware of any aware, that such person or group; orgroup is or has become the “beneficial owner,” directly or indirectly, of shares of the Company’s voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s voting stock or has the power, directly or indirectly, to elect a majority of the members of the “board of directors” of the Company; (ii2) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the Company’s assets, or any Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the Persons (the “Existing Shareholders”) that “beneficially owned,” directly or indirectly, shares of the Company’s voting stock immediately prior to such transaction beneficially own, directly or indirectly, shares of voting stock representing a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person in substantially the same proportion amongst such Existing Shareholders as such ownership immediately prior to such transaction; (3) a majority of the members of the “board of directors” of the Company are not “continuing directors;” (4) the Company’s Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq NYSE or another national securities exchange and is not then quoted on an The Nasdaq Global Market or The Nasdaq Global Select Market or another established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v5) the Company’s shareholders approve Common Stock is suspended from trading on the NYSE or another national securities exchange or The Nasdaq Global Market or The Nasdaq Global Select Market or another established automated over-the-counter trading market in the United States and, in any plan or proposal for such case, such suspension is not lifted within 60 days after commencement thereof. Notwithstanding anything to the Company’s liquidation or dissolution. Howevercontrary set forth in this Section 5.1, a fundamental change will merger or consolidation shall be deemed not to have occurred constitute a Fundamental Change if more greater than 90% of the consideration in the transaction or transactions (other than cash excluding Cash payments for fractional shares and cash Cash payments made in respect of pursuant to dissenters’ appraisal rights) which otherwise would constitute a in the merger or consolidation constituting the Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts stock traded on the NYSE or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. another national securities exchange and, or quoted on The Nasdaq Global Market or The Nasdaq Global Select Market (or which shall be so traded or quoted when issued or exchanged in connection with such merger or consolidation) and as a result of the such transaction or transactions, transactions the Securities become convertible solely into shares of such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.. For purposes of this Section 5.1:

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b)) below, at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest) (the “Fundamental Change Repurchase Price”) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”)Repurchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d)) below. If the Fundamental Change Repurchase Date is after a Record Date and on or prior to the related Interest Payment Date, the interest payable on such Interest Payment Date will be paid to the Holder of record of the Securities on the relevant Record Date (which may or may not be the same Person to whom the Company shall pay the Fundamental Change Repurchase Price) and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of the Securities tendered for purchase. No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Repurchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (B) the Company otherwise becomes aware of any such person or group; or (ii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq the NASDAQ Global Select Market or NASDAQ Global Market or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States; (iii) the first day on which a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iviii) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stockCapital Stock; and (2) pursuant to which holders of the Company’s capital stock Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock Capital Stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock Capital Stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to with the intention of, or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (viv) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash Cash payments for fractional shares and cash Cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (iviii) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder shall have the right, at such Holder’s option, to require the Company to purchase all of such Holders’ Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof on a date specified by the Company (the “Fundamental Change Purchase Date”) that is not less than 20 15 nor more than 30 45 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b3.03(b), at a purchase price in Cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest, if any) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase Price”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d3.03(c). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental Change” shall be deemed to have occurred upon the occurrence of any of the following: (i) a any “person” or “group” within (other than the meaning of Section 13(d)(3Company or its employee benefit plans) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Actdirectly or indirectly, of shares of the Common Company’s Voting Stock representing more than 50% or more of the total voting power of all outstanding classes of the Common Company’s Voting Stock entitled or has the power, directly or indirectly, to vote generally in elect a majority of the election members of directors the Board of Directors and (Aa) files a Schedule 13D or Schedule TO TO, or any other successor schedule, form or report under the Exchange Act Act, disclosing such beneficial ownership the same, or (Bb) the Company otherwise becomes aware of any such person or group; or; (ii) the Company consolidates with, or merges with or into, another Person or, in a single transaction or a series of transactions, the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the Company’s assets, other than any merger in which holders of the Common Stock immediately prior to the merger have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of capital stock of the continuing or surviving corporation immediately after the merger; (iii) the Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq NYSE Arca, NASDAQ or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States and no American Depositary Shares or similar instruments for the Common Stock are so listed or quoted in the United States; (iiiiv) the first day on which continuing directors cease to constitute a majority of the members Board of the Company’s board of directors does not consist of continuing directorsDirectors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders stockholders approve any plan or proposal for the Company’s liquidation or dissolution. HoweverNotwithstanding anything to the contrary set forth in this Indenture, a fundamental change it will be deemed not to have occurred if more than 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under in the case of a transaction described in clause (ivii) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such transaction on a U.S. national securities exchange and, as a result of the transaction or transactions, the Securities become convertible into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.if:

Purchase of Securities at Option of the Holder upon a Fundamental Change. (a) In the event a Fundamental Change shall occur at any time when any Securities remain outstanding, each Holder the Securities shall have be purchased by the rightCompany, at such Holder’s optionthe option of any Holder thereof, to require in accordance with the Company to purchase all provisions of such Holders’ Securities or any portion paragraph 6 of the principal amount thereof that is equal to $1,000 or an integral multiple thereof Securities on a date specified by the Company (the “Fundamental Change Purchase DateFUNDAMENTAL CHANGE PURCHASE DATE”) that is not less than 20 nor more than 30 45 Business Days after the date the Company mails the Fundamental Change Company Notice pursuant to Section 3.01(b5.1(b), at a purchase price in Cash cash equal to 100% of the principal amount of the Securities tendered for purchase, plus accrued and unpaid interest (including any Additional Interest, if any) to, but not including, the Fundamental Change Purchase Date (the “Fundamental Change Purchase PriceFUNDAMENTAL CHANGE PURCHASE PRICE”), subject to satisfaction by or on behalf of any Holder of the requirements set forth in Section 3.01(d5.1(c). No Securities may be purchased at the option of the Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default other than an Event of Default that is cured by the payment of the Fundamental Change Purchase Price of the Securities. A “Fundamental ChangeFUNDAMENTAL CHANGE” shall be deemed to have occurred upon the occurrence of any of the following: (i1) a any “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of the Common Stock representing more than 50% of the voting power of the Common Stock entitled to vote generally in the election of directors and (A) files a Schedule 13D or Schedule TO TO, or any other successor schedule, form or report under the Exchange Act disclosing such beneficial ownership Act, disclosing, or (B) the Company otherwise becomes aware of any aware, that such person or groupgroup is or has become the “beneficial owner,” directly or indirectly, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s Voting Stock or has the power, directly or indirectly, to elect a majority of the members of the “board of directors” of the Company; (2) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the Company’s assets, or any Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the Persons (the “EXISTING SHAREHOLDERS”) that “beneficially owned,” directly or indirectly, shares of the Company’s Voting Stock immediately prior to such transaction beneficially own, directly or indirectly, shares of Voting Stock representing a majority of the total voting power of all outstanding classes of Voting Stock of the surviving or transferee person in substantially the same proportion amongst such Existing Shareholders as such ownership immediately prior to such transaction; (3) a majority of the members of the “board of directors” of the Company are not Continuing Directors; or (ii4) the Company’s Common Stock into which the Securities are then convertible ceases to be listed for trading on the NYSE, Nasdaq or another a national securities exchange and is not then or quoted on an The Nasdaq National Market or another established automated over-the-counter trading market in the United States; (iii) . Notwithstanding anything to the first day on which contrary set forth in this Section 5.1, a majority of the members of the Company’s board of directors does not consist of continuing directors; or (iv) a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of the Company’s properties and assets other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and (2) pursuant to which holders of the Company’s capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor Person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of the Company’s capital stock entitled to vote generally in elections of the Company’s directors immediately prior to such transaction; or (B) any transaction that is effected solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock of the surviving entity or a direct or indirect parent of the surviving corporation; or (C) any transaction with any of the Company’s wholly-owned subsidiaries, so long as such transaction is not part of a plan or a series of transactions designed to or having the effect of merging or consolidating with, or conveying, transferring, selling, leasing or disposing of all or substantially all of the Company’s properties and assets to any other Person or Persons. (v) the Company’s shareholders approve any plan or proposal for the Company’s liquidation or dissolution. However, a fundamental change will consolidation shall be deemed not to have occurred constitute a Fundamental Change if more than at least 90% of the consideration in the transaction or transactions (other than excluding cash payments for fractional shares and cash payments made in respect of pursuant to dissenters’ appraisal rights) which otherwise would constitute a in the merger or consolidation constituting the Fundamental Change under clause (iv) above consists of shares of common stock, depositary receipts or other certificates representing common equity interests stock traded or to be traded immediately following such transaction on a U.S. national securities exchange and, or quoted on The Nasdaq National Market (or which shall be so traded or quoted when issued or exchanged in connection with such merger or consolidation) and as a result of the such transaction or transactions, transactions the Securities become convertible solely into shares of such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto) and other applicable consideration.. For purposes of this Section 5.1: