Trustee
TIA Section | Indenture Section | |||||
310 | (a) | 7.10 | ||||
(b) | 7.10 | |||||
(c) | N.A. | |||||
311 | (a) | 7.11 | ||||
(b) | 7.11 | |||||
(c) | N.A. | |||||
312 | (a) | N.A. | ||||
(b) | 13.03 | |||||
(c) | 13.03 | |||||
313 | (a) | 7.06 | ||||
(b) | 7.06 | |||||
(c) | N.A. | |||||
(d) | N.A. | |||||
314 | (a) | 4.03, 4.06 | ||||
(b) | N.A. | |||||
(c)(1) | N.A. | |||||
(c)(2) | N.A. | |||||
(c)(3) | N.A. | |||||
(d) | N.A. | |||||
(e) | N.A. | |||||
(f) | N.A. | |||||
315 | (a) | 7.01 | ||||
(b) | 7.05 | |||||
(c) | N.A. | |||||
(d)(1) | 7.01 | |||||
(d)(2) | 7.01 | |||||
(d)(3) | 7.01 | |||||
(e) | 6.11 | |||||
316 | (a) (last sentence) | N.A. | ||||
(a)(1)(A) | 6.05 | |||||
(a)(1)(B) | 6.04 | |||||
(a)(2) | N.A. | |||||
(b) | N.A. | |||||
317 | (a)(1) | N.A. | ||||
(a)(2) | N.A. | |||||
(b) | N.A. | |||||
318 | (a) | N.A. |
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ARTICLE 1 Definitions and Incorporation by Reference | 1 | |||||
SECTION 1.01. | Definitions | 1 | ||||
SECTION 1.02. | Incorporation by Reference of Trust Indenture Act | 17 | ||||
SECTION 1.03. | Rules of Construction | 18 | ||||
ARTICLE 2 The Debentures | 18 | |||||
SECTION 2.01. | Designation, Amount and Issuance of Debentures | 18 | ||||
SECTION 2.02. | Form of the Debentures | 18 | ||||
SECTION 2.03. | Date and Denomination of Debentures; Payment at Maturity; Payment of Interest | 19 | ||||
SECTION 2.04. | Execution and Authentication | 20 | ||||
SECTION 2.05. | Registrar and Paying Agent | 21 | ||||
SECTION 2.06. | Paying Agent to Hold Money in Trust | 21 | ||||
SECTION 2.07. | Debentureholder Lists | 22 | ||||
SECTION 2.08. | Exchange and Registration of Transfer of Debentures | 22 | ||||
SECTION 2.09. | Replacement Debentures | 25 | ||||
SECTION 2.10. | Outstanding Debentures | 26 | ||||
SECTION 2.11. | Temporary Debentures | 26 | ||||
SECTION 2.12. | Cancellation | 27 | ||||
SECTION 2.13. | Defaulted Interest | 27 | ||||
SECTION 2.14. | CUSIP and ISIN Numbers | 27 | ||||
ARTICLE 3 Redemption and Repurchase of Debentures | 27 | |||||
SECTION 3.01. | Optional Redemption of Debentures | 27 | ||||
SECTION 3.02. | Notice of Optional Redemption; Selection of Debentures to Be Redeemed | 28 | ||||
SECTION 3.03. | Payment of Debentures Called for Redemption | 30 | ||||
SECTION 3.04. | Repurchase at Option of Holders Upon a Fundamental Change | 31 | ||||
SECTION 3.05. | Company Repurchase Notice | 32 | ||||
SECTION 3.06. | Effect of Repurchase Notice; Withdrawal | 33 |
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SECTION 3.07. | Deposit of Repurchase Price | 34 | ||||
SECTION 3.08. | Debentures Repurchased in Part | 34 | ||||
ARTICLE 4 Covenants | 35 | |||||
SECTION 4.01. | Payment of Debentures | 35 | ||||
SECTION 4.02. | Maintenance of Office or Agency | 35 | ||||
SECTION 4.03. | Reports | 35 | ||||
SECTION 4.04. | Existence | 36 | ||||
SECTION 4.05. | Payment of Taxes and Other Claims | 36 | ||||
SECTION 4.06. | Compliance Certificate | 37 | ||||
SECTION 4.07. | Further Instruments and Acts | 37 | ||||
SECTION 4.08. | Contingent Interest | 37 | ||||
SECTION 4.09. | Contingent Interest Notification | 38 | ||||
SECTION 4.10. | Tax Treatment | 38 | ||||
ARTICLE 5 Successor Company | 38 | |||||
SECTION 5.01. | When Company May Merge or Transfer Assets | 38 | ||||
SECTION 5.02. | Successor to be Substituted | 39 | ||||
SECTION 5.03. | Opinion of Counsel to be Given Trustee | 39 | ||||
ARTICLE 6 Defaults and Remedies | 39 | |||||
SECTION 6.01. | Events of Default | 39 | ||||
SECTION 6.02. | Acceleration | 41 | ||||
SECTION 6.03. | Other Remedies | 42 | ||||
SECTION 6.04. | Waiver of Past Defaults | 43 | ||||
SECTION 6.05. | Control by Majority | 43 | ||||
SECTION 6.06. | Limitation on Suits | 43 | ||||
SECTION 6.07. | Rights of Debentureholders to Receive Payment and to Convert | 44 | ||||
SECTION 6.08. | Collection Suit by Trustee | 44 | ||||
SECTION 6.09. | Trustee May File Proofs of Claim | 44 | ||||
SECTION 6.10. | Priorities | 45 | ||||
SECTION 6.11. | Undertaking for Costs | 45 | ||||
SECTION 6.12. | Waiver of Stay, Extension or Usury Laws | 45 |
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ARTICLE 7 Trustee | 45 | |||||
SECTION 7.01. | Duties of Trustee | 45 | ||||
SECTION 7.02. | Rights of Trustee | 47 | ||||
SECTION 7.03. | Individual Rights of Trustee | 48 | ||||
SECTION 7.04. | Trustee’s Disclaimer | 48 | ||||
SECTION 7.05. | Notice of Defaults | 48 | ||||
SECTION 7.06. | Reports by Trustee to Debentureholders | 48 | ||||
SECTION 7.07. | Compensation and Indemnity | 49 | ||||
SECTION 7.08. | Replacement of Trustee | 49 | ||||
SECTION 7.09. | Successor Trustee by Merger | 50 | ||||
SECTION 7.10. | Eligibility; Disqualification | 51 | ||||
SECTION 7.11. | Preferential Collection of Claims Against Company | 51 | ||||
ARTICLE 8 Discharge of Indenture | 51 | |||||
SECTION 8.01. | Discharge of Liability on Debentures | 51 | ||||
SECTION 8.02. | Application of Trust Money | 51 | ||||
SECTION 8.03. | Repayment to Company | 52 | ||||
SECTION 8.04. | Reinstatement | 52 | ||||
ARTICLE 9 Amendments | 52 | |||||
SECTION 9.01. | Without Consent of Debentureholders | 52 | ||||
SECTION 9.02. | With Consent of Debentureholders | 53 | ||||
SECTION 9.03. | Compliance with Trust Indenture Act | 54 | ||||
SECTION 9.04. | Revocation and Effect of Consents and Waivers | 54 | ||||
SECTION 9.05. | Notation on or Exchange of Debentures | 55 | ||||
SECTION 9.06. | Trustee to Sign Amendments | 55 | ||||
ARTICLE 10 Conversion of Debentures | 55 | |||||
SECTION 10.01. | Right to Convert | 55 | ||||
SECTION 10.02. | Exercise of Conversion Right; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends | 58 | ||||
SECTION 10.03. | Cash Payments in Lieu of Fractional Shares | 60 | ||||
SECTION 10.04. | Conversion Rate | 60 | ||||
SECTION 10.05. | Adjustment of Conversion Rate | 62 |
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SECTION 10.06. | Effect of Reclassification, Consolidation, Merger or Sale | 71 | ||||
SECTION 10.07. | Taxes on Shares Issued | 72 | ||||
SECTION 10.08. | Reservation of Shares, Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock | 73 | ||||
SECTION 10.09. | Responsibility of Trustee | 73 | ||||
SECTION 10.10. | Notice to Holders Prior to Certain Actions | 74 | ||||
SECTION 10.11. | Stockholder Rights Plans | 75 | ||||
SECTION 10.12. | Settlement Upon Conversion | 75 | ||||
ARTICLE 11 Distribution Guarantee | 76 | |||||
SECTION 11.01. | Distribution Guarantee | 76 | ||||
SECTION 11.02. | Limitation on Liability | 78 | ||||
SECTION 11.03. | When Distribution May Merge or Transfer Assets | 78 | ||||
SECTION 11.04. | No Waiver | 79 | ||||
SECTION 11.05. | Modification | 79 | ||||
SECTION 11.06. | Anti-Layering Covenant | 79 | ||||
ARTICLE 12 Subordination of the Distribution Guarantee | 79 | |||||
SECTION 12.01. | Agreement to Subordinate | 79 | ||||
SECTION 12.02. | Liquidation, Dissolution, Bankruptcy | 80 | ||||
SECTION 12.03. | Default on Designated Senior Indebtedness of Distribution | 80 | ||||
SECTION 12.04. | Demand for Payment | 81 | ||||
SECTION 12.05. | When Distribution Must Be Paid Over | 81 | ||||
SECTION 12.06. | Subrogation | 81 | ||||
SECTION 12.07. | Relative Rights | 82 | ||||
SECTION 12.08. | Subordination May Not Be Impaired by Distribution | 82 | ||||
SECTION 12.09. | Rights of Trustee and Paying Agent | 82 | ||||
SECTION 12.10. | Distribution or Notice to Representative | 82 | ||||
SECTION 12.11. | Article 12 Not to Prevent Events of Default or Limit Right to Accelerate | 82 | ||||
SECTION 12.12. | Trustee Entitled to Rely | 83 | ||||
SECTION 12.13. | Trustee to Effectuate Subordination | 83 | ||||
SECTION 12.14. | Trustee Not Fiduciary for Holders of Senior Indebtedness of Distribution | 83 |
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SECTION 12.15. | Reliance by Holders of Senior Indebtedness of Distribution on Subordination Provisions | 83 | ||||
ARTICLE 13 Miscellaneous | 84 | |||||
SECTION 13.01. | Trust Indenture Act Controls | 84 | ||||
SECTION 13.02. | Notices | 84 | ||||
SECTION 13.03. | Communication by Debentureholders with Other Debentureholders | 85 | ||||
SECTION 13.04. | Certificate and Opinion as to Conditions Precedent | 85 | ||||
SECTION 13.05. | Statements Required in Certificate or Opinion | 86 | ||||
SECTION 13.06. | When Debentures Disregarded | 86 | ||||
SECTION 13.07. | Rules by Trustee, Paying Agent and Registrar | 86 | ||||
SECTION 13.08. | Legal Holidays | 86 | ||||
SECTION 13.09. | GOVERNING LAW; WAIVER OF JURY TRIAL | 86 | ||||
SECTION 13.10. | No Recourse Against Others | 87 | ||||
SECTION 13.11. | Successors | 87 | ||||
SECTION 13.12. | Multiple Originals | 87 | ||||
SECTION 13.13. | Table of Contents; Headings | 87 | ||||
SECTION 13.14. | Indenture, Debentures and Guarantee Solely Corporate Obligations | 87 | ||||
SECTION 13.15. | Force Majeure | 87 |
Exhibit A — Form of Debenture
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Redemption and Repurchase of Debentures
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Conversion of Debentures
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Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2010 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 15, 2016 |
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CR0 | = | the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable; | ||||
CR’ | = | the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable; | ||||
OS0 | = | the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution or the effective date of such subdivision or combination, as applicable; and | ||||
OS’ | = | the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event. |
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CR0 | = | the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance; | ||||
CR’ | = | the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance; | ||||
OS0 | = | the number of shares of Common Stock outstanding immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance; | ||||
X | = | the total number of shares of Common Stock issuable pursuant to such rights or warrants; and | ||||
Y | = | the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for the issuance of such rights or warrants. |
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CR0 | = | the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution; | ||||
CR’ | = | the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution; | ||||
SP0 | = | the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and | ||||
FMV | = | the Fair Market Value (as determined by the Board of Directors), on the Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock. |
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CR0 | = | the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off; | ||||
CR’ | = | the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off; | ||||
FMV0 | = | the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period commencing on and including the effective date of the Spin-Off (the “Valuation Period”); and | ||||
MP0 | = | the average of the Closing Sale Prices of Common Stock over the Valuation Period. |
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CR0 | = | the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution; | ||||
CR’ | = | the Conversion Rate in effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution; | ||||
SP0 | = | the average of the Closing Sale Prices of Common Stock over the ten consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and | ||||
C | = | the amount in cash per share of Common Stock the Company distributes to holders of Common Stock. |
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CR0 = | the Conversion Rate in effect at 5:00 p.m., New York City time, on the Expiration Date; | |
CR’ = | the Conversion Rate in effect immediately after 5:00 p.m. New York City time, on the Expiration Date; | |
FMV = | the Fair Market Value (as determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the Expiration Date; | |
OS’ = | the number of shares of Common Stock outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer (after giving effect to the purchase or exchange of shares pursuant thereto) (the “Expiration Time”); | |
OS0 = | the number of shares of Common Stock outstanding immediately prior to the Expiration Time; and | |
SP’ = | the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day immediately succeeding the Expiration Date. |
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(f) | In cases where the Fair Market Value of assets, debt securities or certain rights, warrants or options to purchase the Company’s securities, applicable to one share of Common Stock, distributed to all or substantially all stockholders: |
(i) | equals or exceeds the average Closing Sale Price of Common Stock over the ten consecutive Trading-Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or |
(ii) | such average Closing Sale Price exceeds the Fair Market Value of such assets, debt securities or rights, warrants or options so distributed by less than $1.00, |
(g) | For purposes of this Section 10.05, the following terms shall have the meaning indicated: |
(i) | “Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s-length transaction, as determined by the Board of Directors. | ||
(ii) | “record date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise). | ||
(iii) | “Trading Day” means a day during which (i) trading in the Common Stock generally occurs, (ii) there is no Market Disruption Event and (iii) a Closing Sale Price for the Common Stock is provided on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. |
(h) | The Company may make such increases in the Conversion Rate, in addition to those required by Section 10.05(a)-(e), as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. |
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(i) | No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such rate;provided that any adjustments that by reason of this Section 10.05(i) are not required to be made shall be carried forward and the Company shall make such carry forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (x) annually on the anniversary of the Settlement Date and otherwise (y)(1) five Business Days prior to the maturity of the Debentures (whether at stated maturity or otherwise) or (2) prior to the redemption date or Fundamental Change Repurchase Date, unless such adjustment has already been made. All calculations under this Article 10 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest or, except as otherwise provided in this Section 10.05, for any issuance of Common Stock or convertible or exchangeable securities or rights to purchase Common Stock or convertible or exchangeable securities. Interest will not accrue on any cash into which the Debentures are convertible. |
(j) | Whenever the Conversion Rate is adjusted as herein provided, the Company will issue a press release through BusinessWire containing the relevant information and make this information available on the Company’s website or through another public medium as the Company may use at that time. In addition, the Company shall promptly file with the Trustee and any conversion agent other than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has actual knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Debentures at his last address appearing on the Register, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. | ||
(k) | In any case in which this Section 10.05 provides that an adjustment shall become effective at 9:00 a.m., New York City time, on (i) the Ex-Dividend Date for a dividend or distribution described in Section 10.05(a), 10.05(c) and 10.05(d), (ii) the effective date for a subdivision or combination of Common Stock described in Section 10.05(a), (iii) the Ex-Dividend Date for the determination of stockholders entitled to receive rights or warrants |
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pursuant to Section 10.05(b), or (iv) the Expiration Date for any tender or exchange offer pursuant to Section 10.05(e), (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Debentures converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock, if any, or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock, if any, issuable upon such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in cash in lieu of any fractional share pursuant to Section 10.03. For purposes of this Section 10.05(k), the term “Adjustment Event” shall mean: |
(1) | in any case referred to in clause (i) hereof, the date any such dividend or distribution is paid or made, | ||
(2) | in any case referred to in clause (ii) hereof, the occurrence of such event, | ||
(3) | in any case referred to in clause (iii) hereof, the date of expiration of such rights or warrants, and | ||
(4) | in any case referred to in clause (iv) hereof, the date a purchase or exchange of Common Stock pursuant to such tender offer or exchange offer is consummated and becomes irrevocable. |
(l) | For purposes of this Section 10.05, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. | ||
(m) | No adjustment to the Conversion Rate shall be made pursuant to this Section 10.05 if the Holders of the Debentures may participate in the transaction that would otherwise give rise to adjustment pursuant to this Section 10.05, without conversion of such Holder’s Debentures, on an “as converted” basis (i.e., as though such Holder had exchanged each $1,000 principal amount of its Debentures immediately prior to the record date for such transaction for a number of shares of Common Stock equal to the then applicable Conversion Rate). In no event will the Company adjust the Conversion Rate to the extent that the adjustment would reduce the Conversion Price below the par value per share of Common Stock. In addition, the applicable Conversion Rate will not be adjusted: |
(i) | upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; | ||
(ii) | upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries; or |
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(iii) | for a change in the par value of Common Stock. |
(n) | Whenever any provision of this Indenture requires the Company to calculate an average of Closing Sale Prices of Common Stock over multiple days, the Company will make appropriate adjustments (determined by the Board of Directors) to account for any adjustment to the Conversion Rate that becomes effective or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs at any time during the period during which the average is to be calculated. In addition, if during a period applicable for calculating the Daily VWAP or Closing Sale Price of Common Stock an event occurs that requires an adjustment to the Conversion Rate, the Daily VWAP or Closing Sale Price of Common Stock shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such event on the price of Common Stock during such period. |
(a) | any reclassification or change of the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), | ||
(b) | any consolidation or merger of the Company with or into another Person or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of its Subsidiaries taken as a whole to any other Person or Persons, |
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(a) | the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 10.05; or | ||
(b) | the Company shall authorize the granting to the holders of all or substantially all of its Common Stock or rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or | ||
(c) | of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or | ||
(d) | of the voluntary or involuntary dissolution, liquidation or winding up of the Company; |
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(i) | cash equal to the lesser of $50 and the Daily Conversion Value; and | ||
(ii) | to the extent the Daily Conversion Value exceeds $50, a number of shares equal to, (A) the difference between the Daily Conversion Value and $50, divided by (B) the Daily VWAP of the Common Stock for such day. |
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225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
and Treasurer
101 Barclay Street
Floor 8-W
New York, NY 10286
Attention: Corporate Trust Administration
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WESCO INTERNATIONAL, INC., as Issuer | ||||
by | ||||
Name: | ||||
Title: | ||||
WESCO DISTRIBUTION, INC., as Guarantor | ||||
by | ||||
Name: | ||||
Title: | ||||
THE BANK OF NEW YORK MELLON, as Trustee, | ||||
by | ||||
Name: | ||||
Title: | ||||
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No. | $ |
WESCO INTERNATIONAL, INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
1 | For Global Debentures only. | |
2 | Use the Schedule of Increases and Decreases language if Debenture is in Global Form. |
AUTHENTICATION
as Trustee, certifies that this is one of the Debentures referred
to in the Indenture.
By: | ||||
Authorized Signatory |
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TO: | WESCO INTERNATIONAL, INC. THE BANK OF NEW YORK MELLON, as Trustee |
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(Name) | ||||
(Street Address) | ||||
(City, State and Zip Code) | ||||
Principal amount to be converted | ||||
(if less than all): | ||||
$ | ||||
Social Security or Other Taxpayer | ||||
Identification Number: | ||||
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TO: | WESCO INTERNATIONAL, INC. THE BANK OF NEW YORK MELLON, as Trustee |
Dated: | ||||
Signature(s): | ||
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Amount of decrease in Principal | Amount of increase in Principal | Principal Amount of this Global | Signature of authorized | |||||||||||||
Amount of this Global | Amount of this Global | Debenture following such | signatory of Trustee or | |||||||||||||
Date | Debenture | Debenture | decrease or increase | Securities Custodian | ||||||||||||
2 | For Global Debentures only |
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