Common use of Reserve and Status of Common Stock Issued Upon Conversion Clause in Contracts

Reserve and Status of Common Stock Issued Upon Conversion. (A) The Issuer shall at all times reserve for issuance and provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.07. (B) Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued share), will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered) and will rank pari passu with the existing Common Stock. If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will use commercially reasonable efforts to cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

Reserve and Status of Common Stock Issued Upon Conversion. (Aa) The Issuer shall at At all times reserve for issuance and providewhen any Notes are outstanding, free from preemptive rightsthe Company will reserve, out of its authorized but unissued authorized, unreserved and not outstanding shares or shares held in treasuryof Common Stock, sufficient a number of shares of Common Stock to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.0714.03. To the extent the Company delivers shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis. (Bb) Each Conversion Shareshare of Common Stock, if any, delivered upon conversion of any Note will be a newly issued or treasury share (except that any Conversion Share share of Common Stock delivered by a designated financial institution pursuant to Section 5.08 14.12 need not be a newly issued or treasury share), ) and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share share of Common Stock will be delivered) and will rank pari passu with the existing Common Stock). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer Company will use commercially reasonable efforts to cause each Conversion Shareshare of Common Stock, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

Reserve and Status of Common Stock Issued Upon Conversion. (Aa) The Issuer shall at At all times reserve for issuance and providewhen any Notes are outstanding, free from preemptive rightsthe Company will reserve, out of its authorized but unissued authorized, unreserved and not outstanding shares or shares held in treasuryof Common Stock, sufficient a number of shares of Common Stock to permit the conversion of all then-outstanding Notes, assuming (x) Physical Settlement will apply to such conversion; and (y) the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 5.0714.03. To the extent the Company delivers shares of Common Stock held in its treasury in settlement of the conversion of any Notes, each reference in this Indenture or the Notes to the issuance of shares of Common Stock in connection therewith will be deemed to include such delivery, mutatis mutandis. (Ba) Each Conversion Shareshare of Common Stock, if any, delivered upon conversion of any Note will be a newly issued or treasury share (except that any Conversion Share share of Common Stock delivered by a designated financial institution pursuant to Section 5.08 14.12 need not be a newly issued or treasury share), ) and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share share of Common Stock will be delivered) and will rank pari passu with the existing Common Stock). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer Company will use commercially reasonable efforts to cause each Conversion Shareshare of Common Stock, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.