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the form of debt security and how it may be exchanged and
transferred;
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the governing law of the indentures and debt securities;
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our ability to be discharged from our obligations with respect
to one or more series of debt securities;
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the description of the debenture trustee and paying agent, and
the method of payments; and
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any other specific terms, preferences, rights or limitations of,
or restrictions on, the debt securities, including any
additional events of default, acceleration with or without
notice, indemnity or covenants provided with respect to the debt
securities, rights to institute a proceeding under the
indentures and any terms that may be required by us or advisable
under applicable laws or regulations.
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Conversion
or Exchange Rights
We will set forth in the prospectus supplement the terms upon
which a series of debt securities may be convertible into or
exchangeable for our common stock or our other securities. We
will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may
include provisions pursuant to which the number of shares of our
common stock or our other securities that the holders of the
series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale
Unless we provide otherwise in the prospectus supplement
applicable to a particular series of debt securities, the
indentures will not contain any covenant that restricts our
ability to merge or consolidate, or sell, convey, transfer or
otherwise dispose of all or substantially all of our assets.
However, any successor to or acquirer of such assets must assume
all of our obligations under the indentures or the debt
securities, as appropriate. If the debt securities are
convertible into or exchangeable for our other securities or
securities of other entities, the entity with whom we
consolidate or merge or to whom we sell all of our property must
make provisions for the conversion of the debt securities into
securities that the holders of the debt securities would have
received if they had converted the debt securities before the
consolidation, merger or sale.
DESCRIPTION
OF WARRANTS
We may issue warrants for the purchase of common stock,
preferred stock
and/or debt
securities, in one or more series. We may issue warrants
independently or together with common stock, preferred stock
and/or debt
securities, and the warrants may be attached to or separate from
these securities. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe
the particular terms of any series of warrants in more detail in
the applicable prospectus supplement. The terms of any warrants
offered under a prospectus supplement may differ from the terms
described below.
We will file as exhibits to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement
that describes the terms of the particular series of warrants we
are offering before the issuance of the related series of units.
The following summaries of material provisions of the warrants
and the warrant agreements are subject to, and qualified in
their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to the
particular series of warrants that we may offer under this
prospectus. We urge you to read the applicable prospectus
supplements related to the particular series of warrants that it
may offer under this prospectus, as well as any related free
writing prospectuses, and the complete warrant agreements that
contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the
terms of the series of warrants being offered, including:
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the offering price of securities that include such warrants and
aggregate number of warrants offered;
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