Conversion or Exchange Rights
Debt securities may be convertible into or exchangeable for other
securities, including, for example, shares of our
equity securities. The terms and conditions of conversion or
exchange will be stated in the applicable prospectus
supplement. The terms will include, among others, the following:
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the conversion or exchange price;
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the conversion or exchange period;
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provisions regarding the ability of us or the holder to convert or
exchange the debt securities;
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events requiring adjustment to the conversion or exchange price; and
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provisions affecting conversion or exchange in the event of our
redemption of the debt securities.
Events of Default
The term “Event of Default,” when used in the indenture, unless otherwise
indicated, means any of the following:
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failure to pay interest for 30 days after the date payment is due and
payable;
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failure to pay principal or premium, if any,
on any debt security when due, either at maturity,
upon any
redemption, by declaration or otherwise;
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failure to make sinking fund payments when due;
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failure to perform other covenants for 60 days after notice that
performance was required;
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events in bankruptcy, insolvency
or reorganization relating to us; or
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any other Event of Default provided in the applicable officer’s
certificate, resolution of our board of
directors or the supplemental indenture under which we issue
a series of debt securities.
An Event of Default for a particular series of debt securities does
not necessarily constitute an Event of Default for
any other series of debt securities issued under the indenture.
If an Event of Default with respect to any series of senior debt securities occurs
and is continuing, then either the
trustee for such series or the holders of a majority in aggregate
principal amount of the outstanding debt securities of
such series, by notice in writing, may declare the principal amount of and
interest on all of the debt securities of such
series to be due and payable immediately; provided, however,
unless otherwise provided in the applicable
prospectus supplement, if such an Event of Default occurs and
is continuing with respect to more than one series of
senior debt securities under the indenture, the trustee for such series or
the holders of a majority in aggregate
principal amount of the outstanding debt securities of all such series
of senior debt securities of equal ranking (or,
if
any of such senior debt securities are discount securities, such portion
of the principal amount as may be specified in
the terms of that series), voting as one class, may make such declaration
of acceleration as to
all series of such equal
ranking and not the holders of the debt securities of any one of such series
of senior debt securities.
If an Event of Default with respect to any series of subordinated
securities occurs and is continuing, then either the
trustee for such series or the holders of a majority in aggregate
principal amount of the outstanding debt securities of
such series, by notice in writing, may declare the principal amount of and
interest on all of the debt securities of such
series to be due and payable immediately; provided, however,
unless otherwise provided in the applicable
prospectus supplement, if such an Event of Default occurs and
is continuing with respect to more than one series of
subordinated securities under the indenture, the trustee for such
series or the holders of a majority in aggregate
principal amount of the outstanding debt securities of all such series of
subordinated securities of equal ranking (or,
if any of such subordinated securities are discount securities,
such portion of the principal amount as may be
specified in the terms of that series), voting as one class, may make such
declaration of acceleration as to all series
of equal ranking and not the holders of the debt securities of
any one of such series of subordinated securities.
The holders of not less than a majority in aggregate principal
amount of the debt securities of all affected series of
equal ranking may, after satisfying
certain conditions, rescind and annul any of the above-described
declarations and
consequences involving such series.
If an Event of Default relating to events in bankruptcy,
insolvency or reorganization of us occurs and is continuing,
then the principal amount of all of the debt securities outstanding,
and any accrued interest, will automatically
become due and payable immediately,
without any declaration or other act by the trustee or any holder.