Chart's

Chart's Edge belonged to the author of _Lympsfield and its Environs_.

Highways and Byways in Surrey Eric Parker 1912

Any of these activities could, however, adversely affect the market price of Chart's common stock and the trading price of the Notes, which could affect the ability to convert the Notes and, to the extent these activities occur during the observation period related to a conversion of Notes, could affect the amount and/or value of the consideration that holders receive upon conversion of the Notes.

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However, the warrant transactions will have a dilutive effect with respect to Chart's common stock to the extent that the market price per share of Chart's common stock exceeds the strike price of the warrants.

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The initial conversion price represents a conversion premium of 30% over the last reported sale price of Chart's common stock on July 28, 2011, which was approximately $53.10 per share.

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The effect, if any, of these activities on the market price of Chart's common stock or the trading price of the Notes will depend on a variety of factors, including market conditions, and cannot be ascertained at this time.

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The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related.

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Chart's GTLS products seem to be everywhere in the LNG world.

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The convertible note hedge and capped call transactions are expected to reduce the potential dilution with respect to Chart's common stock upon conversion of the Notes, except, in the case of the capped call transactions, to the extent that the market price per share of Chart's common stock exceeds the cap price of the capped call transactions.

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It's Chart's intention to settle any excess conversion value in shares of Chart's common stock; however, at Chart's election, this excess can be settled in cash, shares of Chart's common stock or a combination of cash and shares of Chart's common stock.

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For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Chart's filings with the U.S. Securities and Exchange Commission, including Item 1A - Risk Factors, of Chart's most recent Annual Report on Form 10-K and the Risk Factors described in the Prospectus Supplement for the Offering of the Notes.

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