definiens: ( as defined in the Indenture ) is 170.0319 Shares per$1,000 principal amount of Convertible Securities . Except as a result of the transactions contemplated by thisAgreement, from and after the date of the Indenture, no event or circumstance has occurred that has resulted in anyadjustment to, and neither the Company nor any of its Affiliates has taken any action that has required ( or will require)any adjustment to, or authorized any adjustment to, the Conversion Price or the Conversion Rate ( each as defined inthe Indenture ) of the Convertible Securities . All outstanding shares of capital stock of the Company have been, and allshares that may be issued pursuant to any Company Stock Plan, Employee Plan or upon conversion of theConvertible Securities will be, when issued in accordance with the respective terms thereof, duly authorized andvalidly issued, fully paid and nonassessable and free of preemptive ( or similar ) rights