the notes are regularly traded on an established securities market (as defined by applicable Treasury regulations), the Non-U.S. Holder did not own, actually or constructively, more
than 10% of the total fair market value of the notes at any time during a specified testing period. If the gain from any disposition is subject to tax under FIRPTA, it will be taxed as if you were a U.S. Holder as described in Income or
Gains Effectively Connected with a U.S. Trade or Business below. In addition, in certain circumstances, the gross proceeds from a disposition may be subject to withholding at a rate of 15%.
Any amount paid to a Non-U.S. Holder on a conversion, sale, redemption or other taxable disposition of a note which represents accrued and
unpaid interest generally will be treated as interest and may be subject to the rules described above under Non-U.S. Holders of NotesInterest on Notes.
Income or Gains Effectively Connected with a U.S. Trade or Business
If any interest (excluding pre-issuance accrued interest) on the notes or gain from the sale, exchange, redemption, or other taxable
disposition of the notes is effectively connected with a U.S. trade or business conducted by a Non-U.S. Holder, then the income or gain will be subject to U.S. federal income tax on a net basis at the regular graduated rates and in the same manner
applicable to U.S. Holders, subject to reduction under an applicable income tax treaty between the United States and the Non-U.S. Holders country of residence.
Payments of interest that is effectively connected with a U.S. trade or business conducted by a Non-U.S. Holder, and therefore included in the
Non-U.S. Holders gross income, will not be subject to any withholding tax that may otherwise apply provided that the Non-U.S. Holder claims exemption from such withholding tax. To claim exemption from such withholding tax, the Non-U.S. Holders
must certify their qualifications, which can be done by providing a properly executed IRS Form W-8ECI or appropriate substitute form on or before any payment date. In addition, a branch profits tax may be imposed at a 30% rate, or a
lower rate under an applicable income tax treaty, on a Non-U.S. Holder that is a corporation and that has earnings and profits that are effectively connected with the conduct of a trade or business in the United States.
Ownership and Disposition of Shares Received Upon Conversion.
The tax consequences of owning and disposing of common stock received upon conversion of the notes are described in the accompanying prospectus
under U.S. Federal Income Tax ConsiderationsTaxation of Non-U.S. Stockholders.
Backup Withholding and Information Reporting
In general, information reporting requirements and backup withholding at the applicable rate will apply to payments on a note (including stated
interest payments and payments of the proceeds from the sale, exchange, redemption, repurchase, retirement or other disposition of a note) to a U.S. Holder, unless the holder of the note (i) is a corporation or comes within certain exempt
categories and, when required, demonstrates that fact or (ii) provides a correct taxpayer identification number, certifies as to his, her or its exemption from backup withholding and otherwise complies with applicable requirements of the backup
withholding rules. Certain penalties may be imposed by the IRS on a holder that is required to supply information but does not do so in the proper manner.
Backup withholding generally will not apply to payments on a note to a Non-U.S. Holder if the statement described in Non-U.S.
Holders of NotesInterest on Notes or Non-U.S. Holders of NotesIncome or Gains Effectively Connected with a U.S. Trade or Business is duly provided by such holder, provided that the withholding agent does not have
actual knowledge that the holder is a United States person. However, information returns may be required to be filed with the IRS in connection with any interest paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld.
Information reporting requirements and backup withholding will not apply to any payment of the proceeds of the sale of a note effected outside the United States