a day on which (i) trading in our common stock generally occurs on the principal U.S. national or regional securities exchange or market on which our common stock is listed or admitted for
trading and (ii) a last reported sale price (as defined below) for our common stock is available; provided, however, that if our common stock is not listed or traded on any exchange or other market, trading day means a
Scheduled trading day means a day that is scheduled to be a trading day on the principal U.S.
national or regional securities exchange or market on which our common stock is listed or admitted for trading. If our common stock is not so listed or admitted for trading, scheduled trading day means a business day.
Market disruption event means (i) a failure by the primary U.S. national or regional securities exchange or market on which
our common stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for our common stock for more
than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in our common stock
or in any options contracts or futures contracts relating to our common stock.
Except as described under Increase in
Conversion Rate upon Conversion Upon a Make-whole Fundamental Change, Recapitalizations, Reclassifications and Changes of Our Common Stock and Conversion Rate Adjustments, we will deliver the consideration
due in respect of conversion on the second business day immediately following the relevant conversion date, if we elect physical settlement, or on the second business day immediately following the last trading day of the relevant observation period,
in the case of any other settlement method. We refer to the date on which we are required to deliver the consideration due upon conversion as the conversion settlement date.
Notwithstanding anything to the contrary above, we will pay cash in lieu of delivering any fractional share of common stock issuable upon
conversion based on the daily VWAP on the relevant conversion date (in the case of physical settlement) or based on the daily VWAP on the last trading day of the relevant observation period (in the case of combination settlement).
Each conversion will be deemed to have been effected as to any notes surrendered for conversion on the conversion date; provided, however,
that the person in whose name any shares of our common stock shall be issuable upon such conversion will be deemed to be the holder of record of such shares as of the close of business on the conversion date (in the case of physical settlement) or
the last trading day of the relevant observation period (in the case of combination settlement).
Conversion Rate Adjustments
The conversion rate will be adjusted as described below, except that we will not make any adjustments to the conversion rate if each holder of
the notes and the initial notes participates (other than in the case of a stock split or stock combination), at the same time and upon the same terms as holders of our common stock and solely as a result of holding the notes or initial notes, in any
of the transactions described below without having to convert its notes or initial notes as if such holder held a number of shares of common stock equal to the conversion rate, multiplied by the principal amount (expressed in thousands) of notes or
initial notes held by such holder.
||If we exclusively issue shares of our common stock as a dividend or distribution on all or substantially all shares of our common stock, or if we effect a stock split or stock combination (in each case, excluding a
distribution solely pursuant to a common stock change event, as to which the provisions described below under the caption Recapitalizations, Reclassifications and Changes of Our Common Stock will apply), the conversion
rate will be adjusted based on the following formula: |