IS OBLIGATED TO FILE WITH THE TRUSTEE PURSUANT
TO SECTION 4.08.
THE TRUSTEE MAKES NO REPRESENTATION AS TO THE VALIDITY OR
VALUE OF ANY SECURITIES OR ASSETS ISSUED UPON CONVERSION OF SECURITIES, AND THE
TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE COMPANY'S FAILURE TO COMPLY WITH ANY
PROVISIONS OF THIS ARTICLE 4.
(B)
THE TRUSTEE SHALL NOT BE UNDER ANY
RESPONSIBILITY TO DETERMINE THE CORRECTNESS OF ANY PROVISIONS CONTAINED IN ANY
SUPPLEMENTAL INDENTURE EXECUTED PURSUANT TO SECTION 4.10, BUT MAY ACCEPT AS
CONCLUSIVE EVIDENCE OF THE CORRECTNESS THEREOF, AND SHALL BE FULLY PROTECTED IN
RELYING UPON, THE OFFICERS' CERTIFICATE, WITH RESPECT THERETO WHICH THE COMPANY
IS OBLIGATED TO FILE WITH THE TRUSTEE PURSUANT TO SECTION 12.04.
SECTION 4.12
VOLUNTARY INCREASE.
THE COMPANY FROM TIME TO TIME MAY INCREASE
THE CONVERSION RATE, TO THE EXTENT PERMITTED BY LAW, BY ANY AMOUNT FOR ANY
PERIOD OF TIME IF THE PERIOD IS AT LEAST 20 DAYS, AND THE COMPANY PROVIDES 15
DAYS' PRIOR WRITTEN NOTICE TO ANY INCREASE IN THE CONVERSION RATE TO THE TRUSTEE
AND HOLDERS.
THE COMPANY MAY ALSO MAKE SUCH AN INCREASE TO THE CONVERSION RATE
AS THE BOARD OF DIRECTORS DETERMINES WOULD AVOID OR DIMINISH U.S. FEDERAL INCOME
TAX TO HOLDERS OF SHARES OF COMMON STOCK IN CONNECTION WITH A DIVIDEND OR
DISTRIBUTION OF STOCK (OR RIGHTS TO ACQUIRE STOCK) OR FROM ANY EVENT TREATED AS
SUCH FOR U.S. FEDERAL INCOME TAX PURPOSES.
Notwithstanding the foregoing paragraph, in no event will the Conversion Rate
exceed 33.9673 per $1,000 principal amount of Securities, subject to adjustment
in the manner as set forth in clauses (1) through (4) of Section 4.06(a) hereof.
SECTION 4.13
PAYMENT OF CASH IN LIEU OF COMMON STOCK.
(A)
IN LIEU OF DELIVERY OF SOME OR ALL OF THE
SHARES OF COMMON STOCK OTHERWISE ISSUABLE UPON NOTICE OF CONVERSION OF ANY
SECURITIES, HOLDERS SURRENDERING SECURITIES FOR CONVERSION SHALL RECEIVE FOR
EACH $1,000 PRINCIPAL AMOUNT OF SECURITIES SURRENDERED FOR CONVERSION:
(A) CASH
IN AN AMOUNT EQUAL TO
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THE LESSER OF (1) $1,000 AND (2) THE CONVERSION VALUE; AND (B) IF THE CONVERSION
VALUE IS GREATER THAN $1,000, A NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE
SUM OF THE DAILY SHARE AMOUNTS FOR EACH OF THE TEN CONSECUTIVE TRADING DAYS IN
THE CONVERSION REFERENCE PERIOD, APPROPRIATELY ADJUSTED TO REFLECT STOCK SPLITS,
STOCK DIVIDENDS, COMBINATIONS OR SIMILAR EVENTS OCCURRING DURING THE CONVERSION
REFERENCE PERIOD, SUBJECT TO THE COMPANY'S RIGHT TO DELIVER CASH IN LIEU OF ALL
OR A PORTION OF SUCH SHARES AS SET FORTH IN SECTION 4.13(B); PROVIDED THAT IN NO
EVENT SHALL THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED PURSUANT
TO THE FOREGOING CLAUSE (B), PER $1,000 PRINCIPAL AMOUNT OF SECURITIES, EXCEED
THE AGGREGATE SHARE CAP, WITHOUT TAKING INTO ACCOUNT ANY ELECTION BY THE COMPANY
TO DELIVER CASH IN LIEU OF ALL OR A PORTION OF THE SHARES OF COMMON STOCK
OTHERWISE DELIVERABLE AS SET FORTH IN SECTION 4.13(B).
THE COMPANY WILL DELIVER
SUCH CASH AND ANY SHARES OF COMMON