InterDigital Inc (IDCC)

[Gamco]

Conversion of Notes

SECTION 10.01. Right to Convert. Upon compliance with the provisions of this Article 10, a Holder may convert, at such Holder’s option, its Notes based on the Conversion Rate (the “Conversion Obligation”). Unless the Company has previously purchased the Notes, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding December 1, 2019, Holders shall have the right to convert any portion of the principal amount of any Notes that is an integral multiple of $1,000 only under the following circumstances:

(1) Conversion Based on Common Stock Price. On any date during any calendar quarter (and only during such calendar quarter) beginning after March 31, 2015, if the Closing Sale Price for the Common Stock was more than 130% of the applicable Conversion Price on each applicable Trading Day for at least 20 Trading Days (whether or not consecutive) in the period of the 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding previous calendar quarter;

(2) Conversion Upon Specified Corporate Transactions. If the Company:

(i) distributes to all or substantially all holders of its Common Stock rights, options or warrants entitling them to purchase, for a period of 45 calendar days or less from the issuance date for such distribution, shares of its Common Stock at a price per share less than the average Closing Sale Price of the Common Stock for the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for such distribution; or

(ii) distributes to all or substantially all holders of its Common Stock cash or other assets, debt securities or rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date for such distribution,

then, in each case, the Company shall notify all Holders at least 30 Scheduled Trading Days prior to the Ex-Dividend Date for such distribution. Once the Company has given such notice, a Holder may surrender all or a portion of its Notes for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately preceding the Ex-Dividend Date or the Company’s announcement that such distribution shall not take place. A Holder may not convert any of its Notes based on this Section 10.01(2) if as a result of holding its Notes such Holder shall otherwise participate in the distribution, without having to convert the Notes, at the same time and on the same terms as holders of the Common Stock as if such Holder held a number of shares of Common Stock equal to the Conversion Rate on the Record Date of such distribution for each $1,000 principal amount of Notes held by such Holder (calculated on an aggregate basis per Holder);

(iii) is a party to (A) a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash, securities and/or other property or (B) a sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company and its Subsidiaries taken as a whole, in either case that does not constitute a Fundamental Change. The Company shall notify the Holders at least 20 Business Days prior to the anticipated effective date for any such transaction or, if at such time the Company does not have knowledge of the anticipated effective date of such transaction, within three Business Days after the date upon which the Company receives notice or otherwise becomes aware of the anticipated effective date of such transaction. In such event, a Holder shall have the right to convert its Notes at any time beginning 20 Business Days prior to the date that the Company notified the Holders was the anticipated effective date of the transaction and until and including the date which is fifteen calendar days after the date that is the actual effective date of such transaction.

(3) Conversion Upon a Fundamental Change. If a Fundamental Change occurs, a Holder shall have the right to convert its Notes at any time beginning on the Business Day following the effective date of such Fundamental Change and prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the repurchase date relating to such Fundamental Change. The Company shall notify all Holders of the anticipated effective date of any Fundamental Change at least ten calendar days prior to such date or, if at such time the Company does not have knowledge of such transaction or its anticipated effective date, within three Business Days after the date upon which the Company receives notice or otherwise becomes aware of such transaction and its anticipated effective date, but in no event later than the actual effective date of such transaction. If a Holder has submitted all or a portion of Notes for repurchase, unless such Holder has validly withdrawn such Notes in a timely fashion, such Holder’s conversion rights with respect to the Notes so subject to repurchase shall expire at 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date, unless the Company defaults in the payment of the Fundamental Change Repurchase Price. If a Holder has submitted any Notes for repurchase, such Notes may be converted only if such Holder submits a valid withdrawal notice, and, if the Notes submitted are evidenced by a Global Note, such Holder complies with appropriate Depositary procedures; and

(4) Conversion Upon Satisfaction of Trading Price Condition. During the five Business Day period following any five consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(4), for each Trading Day of such five (5) Trading Day period was less than 98% of the product of the Closing Sale Price of the Common Stock and the Conversion Rate on such Trading Day. The Company shall have no obligation to determine the Trading Price of the Notes unless and until a Holder requests that the Company do so. Once a Holder makes such a request, the Company shall be obligated to, and shall, determine the Trading Price of the Notes for each Trading Day beginning on the Trading Day following the Business Day on which such request is received (provided that if the request is made


https://www.sec.gov/Archives/edgar/data/1405495/000119312515087314/d888367dex41.htm