Scholar Rock Holding Corp S-3ASR, filed Mar 9, 2021

Scholar Rock Holding Corp (SRRK)

S-3ASR 2021-03-09

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Title of each class of securities to be registered	Amount to be Registered(1)			Proposed Maximum Offering Price per Security(2)		Proposed maximum aggregate offering price(1)			Amount of registration fee(3)
Primary Offering of Securities
Common Stock, par value $0.001 per share			—		—			—			—
Preferred Stock, par value $0.001 per share			—		—			—			—
Debt Securities			—		—			—			—
Warrants(4)			—		—			—			—
Units(5)			—		—			—			—
Primary Offering of Common Stock:
Common Stock		$	150,000,000		—		$	150,000,000		$	16,365
Total Registration Fee(6)		$	150,000,000		—		$	150,000,000		$	16,365

	Page
About this Prospectus		1
Risk Factors		2
Cautionary Statement Regarding Forward-Looking Statements		3
The Company		5
Use of Proceeds		7
Securities We May Offer		8
Description of Capital Stock		9
Description of Debt Securities		17
Description of Warrants		31
Description of Units		32
Plan of Distribution		35
Legal Matters		37
Experts		37
Where You Can Find More Information		37
Incorporation by Reference		38

	Page
About this Prospectus		S-1
Prospectus Summary		S-2
Risk Factors		S-12
Cautionary Statement Regarding Forward-Looking Statements		S-14
Use of Proceeds		S-16
Dilution		S-17
Plan of Distribution		S-19
Legal Matters		S-20
Experts		S-20
Where You Can Find More Information		S-20
Incorporation of Certain Information by Reference		S-20

Assumed offering price per share			$	53.53
Net tangible book value per share as of December 31, 2020	$	7.64
Increase in per share attributable to new investors attributable to this offering	$	3.34
As adjusted net tangible book value per share as of December 31, 2020, after giving effect to this offering			$	10.98
Dilution per share to new investors participating in this offering			$	42.55

Securities and Exchange Commission registration fee	$	16,365
FINRA filing fee	$	225,500
Legal fees and expenses		*
Accounting fees and expenses		*
Printing fees and expenses		*
Transfer agent and trustee fees		*
Miscellaneous		*
Total	$	*

	Exhibit No.			Description
	1.1*			Form of Underwriting Agreement
	1.2			Open Market Sale AgreementSM, by and between Scholar Rock Holding Corporation and Jefferies LLC, dated March 9, 2021
	3.1			Amended and Restated Certificate of Incorporation of Scholar Rock Holding Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1/A filed on May 8, 2018)
	3.2			Amendment to Amended and Restated Certificate of Incorporation of Scholar Rock Holding Corporation (incorporated by reference to Exhibit 3.1.1 to the Registrant’s Form S-1/A filed on May 14, 2018)
	3.3			Amended and Restated Bylaws of Scholar Rock Holding Corporation (incorporated by reference to Exhibit 3.4 to the Registrant’s Form S-1/A filed on May 8, 2018)
	4.1			Specimen Stock Certificate evidencing shares of common stock (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1/A filed on May 14, 2018)
	4.2			Investors’ Rights Agreement, by and among Scholar Rock Holding Corporation and certain of its stockholders, dated December 22, 2017 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1 filed on April 27, 2018)
	4.3			Amended and Restated Warrant to Purchase Stock, by and between Scholar Rock Holding Corporation and Silicon Valley Bank, dated December 22, 2017 (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-1 filed on April 27, 2018)
	4.4			Registration Rights Agreement, by and among Scholar Rock Holding Corporation, Gilead Sciences, Inc. and certain of the Registrant’s stockholders named therein (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K/A filed on December 24, 2018)

	Exhibit No.			Description
	4.5			Form of indenture for senior debt securities and the related form of senior debt security
	4.6			Form of indenture for subordinated debt securities and the related form of subordinated debt security
	4.7*			Form of Certificate of Designations
	4.8*			Form of Warrant Agreements
	4.9*			Form of Unit Certificate
	4.10*			Form of Preferred Stock Certificate
	5.1			Opinion of Goodwin Procter LLP
	5.2			Opinion of Goodwin Procter LLP relating to the sales agreement prospectus
	23.1			Consent of Ernst & Young LLP
	23.2			Consent of Goodwin Procter LLP (included in Exhibit 5.1 hereto)
	23.3			Consent of Goodwin Procter LLP (included in Exhibit 5.2 hereto)
	24.1			Power of Attorney (included on the signature pages to this registration statement)
	25.1**			Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939
	25.2**			Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939

				SCHOLAR ROCK HOLDING CORPORATION
				By:			/s/ Stuart A. Kingsley Stuart A. Kingsley President and Chief Executive Officer

Signature	Title	Date
/s/ Stuart A. Kingsley Stuart A. Kingsley	President, Chief Executive Officer and Director (Principal Executive Officer)	March 9, 2021
/s/ Edward H. Myles Edward H. Myles	Chief Financial Officer (Principal Financial and Accounting Officer)	March 9, 2021
/s/ David Hallal David Hallal	Director	March 9, 2021
/s/ Kristina Burow Kristina Burow	Director	March 9, 2021
/s/ Jeffrey S. Flier Jeffrey S. Flier, M.D.	Director	March 9, 2021
/s/ Michael Gilman Michael Gilman, Ph.D.	Director	March 9, 2021
/s/ Amir Nashat Amir Nashat, Sc.D.	Director	March 9, 2021
/s/ Akshay Vaishnaw Akshay Vaishnaw M.D., Ph.D.	Director	March 9, 2021

	Very truly yours,

	SCHOLAR ROCK HOLDING CORPORATION


	By:	/s/ Stuart A. Kingsley
		Name: Stuart A. Kingsley
		Title: President & Chief Executive Officer

JEFFERIES LLC

By:	/s/ Michael Magarro
	Name: Michael Magarro
	Title: Managing Director

Number of days in selling period:

First date of selling period:

Last date of selling period:

Settlement Date(s) if other than standard T+2 settlement:

		Page

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
SECTION 101	Definitions	1
SECTION 102	Compliance Certificates and Opinions	9
SECTION 103	Form of Documents Delivered to Trustee	10
SECTION 104	Acts of Holders	10
SECTION 105	Notices, etc., to Trustee and Company	11
SECTION 106	Notice to Holders; Waiver	12
SECTION 107	Counterparts; Effect of Headings and Table of Contents	13
SECTION 108	Successors and Assigns	13
SECTION 109	Severability Clause	13
SECTION 110	Benefits of Indenture	13
SECTION 111	Governing Law	13
SECTION 112	Legal Holidays	13
SECTION 113	Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company	13
SECTION 114	Conflict with Trust Indenture Act	14
ARTICLE TWO - SECURITIES FORMS		14
SECTION 201	Forms of Securities	14
SECTION 202	Form of Trustee’s Certificate of Authentication	14
SECTION 203	Securities Issuable in Global Form	14
ARTICLE THREE - THE SECURITIES		15
SECTION 301	Amount Unlimited; Issuable in Series	15
SECTION 302	Denominations	19
SECTION 303	Execution, Authentication, Delivery and Dating	19
SECTION 304	Temporary Securities	21
SECTION 305	Registration, Registration of Transfer, Conversion and Exchange	23
SECTION 306	Mutilated, Destroyed, Lost and Stolen Securities	26
SECTION 307	Payment of Interest; Interest Rights Preserved	27
SECTION 308	Persons Deemed Owners	28
SECTION 309	Cancellation	29
SECTION 310	Computation of Interest	29
SECTION 311	CUSIP Numbers	29
ARTICLE FOUR - SATISFACTION AND DISCHARGE		30
SECTION 401	Satisfaction and Discharge of Indenture	30
SECTION 402	Application of Trust Funds	30
ARTICLE FIVE - REMEDIES		31
SECTION 501	Events of Default	31
SECTION 502	Acceleration of Maturity; Rescission and Annulment	32
SECTION 503	Collection of Indebtedness and Suits for Enforcement by Trustee	33
SECTION 504	Trustee May File Proofs of Claim	34
SECTION 505	Trustee May Enforce Claims Without Possession of Securities or Coupons	34
SECTION 506	Application of Money Collected	34
SECTION 507	Limitation on Suits	35
SECTION 508	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	35

		Page

SECTION 509	Restoration of Rights and Remedies	35
SECTION 510	Rights and Remedies Cumulative	36
SECTION 511	Delay or Omission Not Waiver	36
SECTION 512	Control by Holders of Securities	36
SECTION 513	Waiver of Past Defaults	36
SECTION 514	Waiver of Usury, Stay or Extension Laws	37
SECTION 515	Undertaking for Costs	37
ARTICLE SIX - THE TRUSTEE		37
SECTION 601	Notice of Defaults	37
SECTION 602	Certain Rights of Trustee	37
SECTION 603	Not Responsible for Recitals or Issuance of Securities	39
SECTION 604	May Hold Securities	39
SECTION 605	Money Held in Trust	40
SECTION 606	Compensation and Reimbursement	40
SECTION 607	Corporate Trustee Required; Eligibility; Conflicting Interests	40
SECTION 608	Resignation and Removal; Appointment of Successor	41
SECTION 609	Acceptance of Appointment by Successor	42
SECTION 610	Merger, Conversion, Consolidation or Succession to Business	43
SECTION 611	Appointment of Authenticating Agent	43
SECTION 612	Certain Duties and Responsibilities of the Trustee	44
ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		45
SECTION 701	Disclosure of Names and Addresses of Holders	45
SECTION 702	Reports by Trustee	46
SECTION 703	Reports by Company	46
SECTION 704	Company to Furnish Trustee Names and Addresses of Holders	46
ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE		47
SECTION 801	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	47
SECTION 802	Rights and Duties of Successor Corporation	47
SECTION 803	Officers’ Certificate and Opinion of Counsel	47
ARTICLE NINE - SUPPLEMENTAL INDENTURES		48
SECTION 901	Supplemental Indentures Without Consent of Holders	48
SECTION 902	Supplemental Indentures with Consent of Holders	49
SECTION 903	Execution of Supplemental Indentures	50
SECTION 904	Effect of Supplemental Indentures	50
SECTION 905	Conformity with Trust Indenture Act	50
SECTION 906	Reference in Securities to Supplemental Indentures	50
ARTICLE TEN - COVENANTS		50
SECTION 1001	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	50
SECTION 1002	Maintenance of Office or Agency	51
SECTION 1003	Money for Securities Payments to Be Held in Trust	52
SECTION 1004	Existence	53
SECTION 1005	Maintenance of Properties	53
SECTION 1006	Insurance	54
SECTION 1007	Payment of Taxes and Other Claims	54
SECTION 1008	Statement as to Compliance	54

		Page

SECTION 1009	Waiver of Certain Covenants	54
ARTICLE ELEVEN - REDEMPTION OF SECURITIES		54
SECTION 1101	Applicability of Article	54
SECTION 1102	Election to Redeem; Notice to Trustee	54
SECTION 1103	Selection by Trustee of Securities to Be Redeemed	54
SECTION 1104	Notice of Redemption	55
SECTION 1105	Deposit of Redemption Price	56
SECTION 1106	Securities Payable on Redemption Date	56
SECTION 1107	Securities Redeemed in Part	57
ARTICLE TWELVE - SINKING FUNDS		57
SECTION 1201	Applicability of Article	57
SECTION 1202	Satisfaction of Sinking Fund Payments with Securities	58
SECTION 1203	Redemption of Securities for Sinking Fund	58
ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS		58
SECTION 1301	Applicability of Article	58
SECTION 1302	Repayment of Securities	58
SECTION 1303	Exercise of Option	59
SECTION 1304	When Securities Presented for Repayment Become Due and Payable	59
SECTION 1305	Securities Repaid in Part	60
ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE		60
SECTION 1401	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	60
SECTION 1402	Defeasance and Discharge	60
SECTION 1403	Covenant Defeasance	61
SECTION 1404	Conditions to Defeasance or Covenant Defeasance	61
SECTION 1405	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	62
ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES		63
SECTION 1501	Purposes for Which Meetings May Be Called	63
SECTION 1502	Call, Notice and Place of Meetings	63
SECTION 1503	Persons Entitled to Vote at Meetings	64
SECTION 1504	Quorum; Action	64
SECTION 1505	Determination of Voting Rights; Conduct and Adjournment of Meetings	65
SECTION 1506	Counting Votes and Recording Action of Meetings	65
ARTICLE SIXTEEN - CONVERSION OF SECURITIES		66
SECTION 1601	Applicability of Article; Conversion Privilege and Conversion Price	66
SECTION 1602	Exercise of Conversion Privilege	67
SECTION 1603	Fractions of Shares	67
SECTION 1604	Adjustment of Conversion Price	68
SECTION 1605	Notice of Adjustments of Conversion Price	71
SECTION 1606	Notice of Certain Corporate Action	71
SECTION 1607	Company to Reserve Common Stock	71
SECTION 1608	Taxes on Conversion	72
SECTION 1609	Covenants as to Common Stock	72
SECTION 1610	Cancellation of Converted Securities	72

		Page

SECTION 1611	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	72
SECTION 1612	Trustee Adjustment Disclaimer; Company Determination Final	73
SECTION 1613	When No Adjustment Required	73
SECTION 1614	Equivalent Adjustments	74

Trust Indenture Act Section		Indenture Section
§ 310(a)(1)		607
(a)(2)		607
(b)		607, 608
§ 312(c)		701
§ 313(a)		702
(c)		702
§ 314(a)		703
(a)(4)		1008
(c)(1)		102
(c)(2)		102
(e)		102
§ 315(b)		601
§ 316(a) (last sentence)		101(“Outstanding”)
(a)(1)(A)		502, 512
(a)(1)(B)		513
(b)		508
§ 317(a)(1)		503
(a)(2)		504
§ 318(a)		111
(c)		111

			,
	as Trustee

Dated:	By:
		Authorized Signatory

	Dated:
	SCHOLAR ROCK HOLDING CORPORATION


	By:
		Name:
		Title:

Attest:

Secretary

Year	Redemption Price for Redemption Through Operation of the Sinking Fund	Redemption Price for Redemption Otherwise Than Through Operation of the Sinking Fund

	[Name of Person Making Certification]


	(Authorized Signature)
	Name:
	Title:

	[ , as Operator of the Euroclear System] [Clearstream Banking Luxembourg]


	By:
		Name:
		Title:

			Page

ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	SECTION 101.	Definitions		1
	SECTION 102.	Compliance Certificates and Opinions		10
	SECTION 103.	Form of Documents Delivered to Trustee		11
	SECTION 104.	Acts of Holders		11
	SECTION 105.	Notices, etc., to Trustee and Company		12
	SECTION 106.	Notice to Holders; Waiver		13
	SECTION 107.	Counterparts; Effect of Headings and Table of Contents		14
	SECTION 108.	Successors and Assigns		14
	SECTION 109.	Severability Clause		14
	SECTION 110.	Benefits of Indenture		14
	SECTION 111.	Governing Law		14
	SECTION 112.	Legal Holidays		14
	SECTION 113.	Limited Liability; Immunity of Stockholders, Directors, Officers and Agents of the Company		14
	SECTION 114.	Conflict with Trust Indenture Act		15
ARTICLE TWO - SECURITIES FORMS			15
	SECTION 201.	Forms of Securities	15
	SECTION 202.	Form of Trustee’s Certificate of Authentication	15
	SECTION 203.	Securities Issuable in Global Form	16
ARTICLE THREE - THE SECURITIES			16
	SECTION 301.	Amount Unlimited; Issuable in Series	16
	SECTION 302.	Denominations	20
	SECTION 303.	Execution, Authentication, Delivery and Dating	20
	SECTION 304.	Temporary Securities	22
	SECTION 305.	Registration, Registration of Transfer, Conversion and Exchange	24
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	26
	SECTION 307.	Payment of Interest; Interest Rights Preserved	27
	SECTION 308.	Persons Deemed Owners	29
	SECTION 309.	Cancellation	30
	SECTION 310.	Computation of Interest	30
	SECTION 311.	CUSIP Numbers	30
ARTICLE FOUR - SATISFACTION AND DISCHARGE			30
	SECTION 401.	Satisfaction and Discharge of Indenture	30
	SECTION 402.	Application of Trust Funds	31
ARTICLE FIVE - REMEDIES			31
	SECTION 501.	Events of Default	31
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	33
	SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	34
	SECTION 504.	Trustee May File Proofs of Claim	34
	SECTION 505.	Trustee May Enforce Claims Without Possession of Securities or Coupons	35
	SECTION 506.	Application of Money Collected	35
	SECTION 507.	Limitation on Suits	36
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium or Make-Whole Amount, if any, and Interest	36

			Page

	SECTION 509.	Restoration of Rights and Remedies	36
	SECTION 510.	Rights and Remedies Cumulative	36
	SECTION 511.	Delay or Omission Not Waiver	37
	SECTION 512.	Control by Holders of Securities	37
	SECTION 513.	Waiver of Past Defaults	37
	SECTION 514.	Waiver of Usury, Stay or Extension Laws	37
	SECTION 515.	Undertaking for Costs	38
ARTICLE SIX - THE TRUSTEE			38
	SECTION 601.	Notice of Defaults	38
	SECTION 602.	Certain Rights of Trustee	38
	SECTION 603.	Not Responsible for Recitals or Issuance of Securities	40
	SECTION 604.	May Hold Securities	40
	SECTION 605.	Money Held in Trust	40
	SECTION 606.	Compensation and Reimbursement	40
	SECTION 607.	Corporate Trustee Required; Eligibility; Conflicting Interests	41
	SECTION 608.	Resignation and Removal; Appointment of Successor	41
	SECTION 609.	Acceptance of Appointment by Successor	43
	SECTION 610.	Merger, Conversion, Consolidation or Succession to Business	43
	SECTION 611.	Appointment of Authenticating Agent	44
	SECTION 612.	Certain Duties and Responsibilities of the Trustee	45
ARTICLE SEVEN - HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY			46
	SECTION 701.	Disclosure of Names and Addresses of Holders	46
	SECTION 702.	Reports by Trustee	46
	SECTION 703.	Reports by Company	46
	SECTION 704.	Company to Furnish Trustee Names and Addresses of Holders	47
ARTICLE EIGHT - CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE			47
	SECTION 801.	Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	47
	SECTION 802.	Rights and Duties of Successor Corporation	48
	SECTION 803.	Officers’ Certificate and Opinion of Counsel	48
ARTICLE NINE - SUPPLEMENTAL INDENTURES			48
	SECTION 901.	Supplemental Indentures Without Consent of Holders	48
	SECTION 902.	Supplemental Indentures with Consent of Holders	50
	SECTION 903.	Execution of Supplemental Indentures	51
	SECTION 904.	Effect of Supplemental Indentures	51
	SECTION 905.	Conformity with Trust Indenture Act	51
	SECTION 906.	Reference in Securities to Supplemental Indentures	51
ARTICLE TEN - COVENANTS			51
	SECTION 1001.	Payment of Principal, Premium or Make-Whole Amount, if any; and Interest	51
	SECTION 1002.	Maintenance of Office or Agency	51
	SECTION 1003.	Money for Securities Payments to Be Held in Trust	53
	SECTION 1004.	Existence	54
	SECTION 1005.	Maintenance of Properties	54
	SECTION 1006.	Insurance	54
	SECTION 1007.	Payment of Taxes and Other Claims	54
	SECTION 1008.	Statement as to Compliance	54

			Page

	SECTION 1009.	Waiver of Certain Covenants	55
ARTICLE ELEVEN - REDEMPTION OF SECURITIES			55
	SECTION 1101.	Applicability of Article	55
	SECTION 1102.	Election to Redeem; Notice to Trustee	55
	SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	55
	SECTION 1104.	Notice of Redemption	55
	SECTION 1105.	Deposit of Redemption Price	57
	SECTION 1106.	Securities Payable on Redemption Date	57
	SECTION 1107.	Securities Redeemed in Part	58
ARTICLE TWELVE - SINKING FUNDS			58
	SECTION 1201.	Applicability of Article	58
	SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	58
	SECTION 1203.	Redemption of Securities for Sinking Fund	58
ARTICLE THIRTEEN - REPAYMENT AT THE OPTION OF HOLDERS			59
	SECTION 1301.	Applicability of Article	59
	SECTION 1302.	Repayment of Securities	59
	SECTION 1303.	Exercise of Option	59
	SECTION 1304.	When Securities Presented for Repayment Become Due and Payable	60
	SECTION 1305.	Securities Repaid in Part	60
ARTICLE FOURTEEN - DEFEASANCE AND COVENANT DEFEASANCE			61
	SECTION 1401.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance	61
	SECTION 1402.	Defeasance and Discharge	61
	SECTION 1403.	Covenant Defeasance	61
	SECTION 1404.	Conditions to Defeasance or Covenant Defeasance	62
	SECTION 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	63
ARTICLE FIFTEEN - MEETINGS OF HOLDERS OF SECURITIES			64
	SECTION 1501.	Purposes for Which Meetings May Be Called	64
	SECTION 1502.	Call, Notice and Place of Meetings	64
	SECTION 1503.	Persons Entitled to Vote at Meetings	64
	SECTION 1504.	Quorum; Action	65
	SECTION 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	65
	SECTION 1506.	Counting Votes and Recording Action of Meetings	66
ARTICLE SIXTEEN - SUBORDINATION OF SECURITIES			66
	SECTION 1601.	Agreement to Subordinate	66
	SECTION 1602.	Payment Over of Proceeds upon Dissolution, Etc.	67
	SECTION 1603.	No Payment When Senior Indebtedness in Default	68
	SECTION 1604.	Reliance by Senior Indebtedness on Subordination Provisions	69
	SECTION 1605.	Subrogation to Rights of Holders of Senior Indebtedness	69
	SECTION 1606.	Provisions Solely to Define Relative Rights	69
	SECTION 1607.	Trustee to Effectuate Subordination	69
	SECTION 1608.	No Waiver of Subordination Provisions	70
	SECTION 1609.	Notice to Trustee	70
	SECTION 1610.	Reliance on Judicial Order or Certificate of Liquidating Agent	71
	SECTION 1611.	Trustee Not Fiduciary for Holders of Senior Indebtedness	71

			Page

	SECTION 1612.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	71
	SECTION 1613.	Article Applicable to Paying Agents	71
ARTICLE SEVENTEEN - CONVERSION OF SECURITIES			71
	SECTION 1701.	Applicability of Article; Conversion Privilege and Conversion Price	71
	SECTION 1702.	Exercise of Conversion Privilege	72
	SECTION 1703.	Fractions of Shares	73
	SECTION 1704.	Adjustment of Conversion Price	73
	SECTION 1705.	Notice of Adjustments of Conversion Price	76
	SECTION 1706.	Notice of Certain Corporate Action	77
	SECTION 1707.	Company to Reserve Common Stock	77
	SECTION 1708.	Taxes on Conversion	77
	SECTION 1709.	Covenants as to Common Stock	77
	SECTION 1710.	Cancellation of Converted Securities	78
	SECTION 1711.	Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions	78
	SECTION 1712.	Trustee Adjustment Disclaimer; Company Determination Final	79
	SECTION 1713.	When No Adjustment Required	79
	SECTION 1714.	Equivalent Adjustments	79

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