Common use of Adjustment to Conversion Rate Upon Conversion In Connection With a Make-Whole Fundamental Change Clause in Contracts

Adjustment to Conversion Rate Upon Conversion In Connection With a Make-Whole Fundamental Change. If a “fundamental change” (as defined below and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (2) of such definition, a “make-whole fundamental change”) occurs and a holder elects to convert its notes in connection with such make-whole fundamental change, we will, under certain circumstances, increase the conversion rate for the notes so surrendered for conversion by a number of additional ADSs (the “additional ADSs”), as described below. A conversion of notes will be deemed for these purposes to be “in connection with” such make-whole fundamental change if the notice of conversion of the notes is received by the conversion agent from, and including, the effective date of the make-whole fundamental change to, and including, the third business day immediately prior to the related fundamental change repurchase date (or, in the case of a make-whole fundamental change that would have been a fundamental change but for the proviso in clause (2) of the definition thereof, the 35th trading day immediately following the effective date of such make-whole fundamental change). We will notify holders, the trustee, the conversion agent and the paying agent of the effective date of any make-whole fundamental change and issue a press release announcing such effective date no later than five business days after such effective date. The number of additional ADSs, if any, by which the conversion rate will be increased will be determined by reference to the table below, based on the date on which the make whole fundamental change occurs or becomes effective (the “effective date”) and the price paid (or deemed to be paid) per ADS in the make-whole fundamental change (the “ADS price”). If the holders of our ADSs receive only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the ADS price will be the cash amount paid per ADS. Otherwise, the ADS price will be the average of the last reported sale prices of our ADSs for each trading day during the five trading-day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental change. The ADS prices set forth in the column headings of the table below will be adjusted as of any date on which the conversion rate of the notes is otherwise adjusted. The adjusted ADS prices will equal the ADS prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the ADS price adjustment and the denominator of which is the conversion rate as so adjusted. The number of additional ADSs will be adjusted in the same manner and at the same time as the conversion rate as set forth under “— Conversion Rate Adjustments.” The following table sets forth the number of additional ADSs to be added to the conversion rate for each ADS price and effective date set forth below: May 17, 2019 10.4167 7.9053 6.7940 6.1649 4.9073 3.6014 2.2874 1.5213 1.0333 0.4737 0.1900 0.0000 June 1, 2020 10.4167 8.1270 6.7595 6.0422 4.6659 3.3272 2.0730 1.3741 0.9344 0.4296 0.1722 0.0001 June 1, 2021 10.4167 6.3304 5.3684 4.8576 3.8391 2.7894 1.7485 1.1529 0.7784 0.3520 0.1358 0.0000 June 1, 2022 10.4167 6.0294 4.9419 4.3717 3.2776 2.2281 1.2961 0.8225 0.5459 0.2420 0.0865 0.0000 June 1, 2023 10.4167 5.3412 4.0098 3.3334 2.1321 1.1564 0.5165 0.2959 0.1931 0.0820 0.0145 0.0000 June 1, 2024 10.4167 3.4722 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS prices and effective dates may not be set forth in the table above, in which case: if the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates based on a 365-day year, as applicable;  if the ADS price is greater than US$80.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate; and  if the ADS price is less than US$16.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of ADSs issuable upon conversion exceed 62.5000 per US$1,000 principal amount of notes, subject to adjustment in the same manner as the conversion rate as set forth under “— Conversion Rate Adjustments.” Our obligation to satisfy the additional ADSs requirement could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

Adjustment to Conversion Rate Upon Conversion In Connection With a Make-Whole Fundamental Change. (a) If a “fundamental change” (as defined below and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (2) of such definition, a “make-whole fundamental change”) occurs and a holder Holder elects to convert its notes Notes in connection with such makea Make-whole fundamental changeWhole Fundamental Change, we will, under certain circumstances, increase the conversion rate for the notes so surrendered for conversion Conversion Rate shall be increased by a an additional number of additional ADSs shares of Common Stock (the “additional ADSsAdditional Shares”) determined pursuant to Section 5.02(b), as described below. A conversion of notes Notes will be deemed for these purposes to be “in connection with” such makea Make-whole fundamental change Whole Fundamental Change if the notice of conversion of the notes such Notes is received by the conversion agent Conversion Agent from, and including, the effective date Effective Date of the makeMake-whole fundamental change Whole Fundamental Change up to, and including, the third close of business day on the Business Day immediately prior to the related fundamental change repurchase date (Fundamental Change Purchase Date or, if such Make-Whole Fundamental Change is not also a Fundamental Change, the 35th Business Day immediately following the Effective Date for such Make-Whole Fundamental Change. Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy its conversion obligation by Stock Xxxxxxxxxx, Xxxx Xxxxxxxxxx or Combination Settlement in the case manner specified in Section 5.04. However, if the consideration paid to holders of a makethe Common Stock in any Make-whole fundamental change that would have been a fundamental change but for Whole Fundamental Change described in the proviso in clause (2) of the definition thereofof Change in Control is composed entirely of cash, then, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the 35th trading day immediately payment and delivery obligations upon the conversion of a Note shall be calculated based solely on the Stock Price for such Make-Whole Fundamental Change and shall, for each $1,000 principal amount of Notes converted, be deemed to be an amount of cash equal to the product of (i) the Conversion Rate in effect on the applicable Conversion Date (as increased by any number of Additional Shares required by this Section 5.02) multiplied by (ii) such Stock Price. In such event, the Company will pay such amount of cash to a converting Holder on the third Business Day following the effective date of such make-whole fundamental change). We will notify holders, the trustee, the conversion agent and the paying agent of the effective date of any make-whole fundamental change and issue a press release announcing such effective date no later than five business days after such effective date. applicable Conversion Date. (b) The number of additional ADSsAdditional Shares, if any, by which the conversion rate will Conversion Rate shall be increased will for conversions in connection with a Make-Whole Fundamental Change as set forth in Section 5.02(a) shall be determined by reference to the table belowattached as Schedule A hereto, based on the date on which the make whole fundamental change Make-Whole Fundamental Change occurs or becomes effective (the “effective dateEffective Date”) and the price paid (or deemed to be paid) per ADS in the make-whole fundamental change (the “ADS price”). If the holders of our ADSs receive only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the ADS price will be the cash amount paid per ADS. Otherwise, the ADS price will be the average of the last reported sale prices of our ADSs for each trading day during the five trading-day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental changeStock Price. The ADS prices exact Stock Price and Effective Date may not be set forth in the column headings table attached as Schedule A hereto, in which case if the Stock Price is: (i) between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates based on a 365-day year, as applicable; (ii) in excess of $120.00 per share (subject to adjustment in the same manner as the Stock Prices pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate; and (iii) less than $23.75 per share (subject to adjustment in the same manner as the Stock Prices pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding anything herein to the contrary, the Company shall not increase the Conversion Rate to more than 42.1052 shares of Common Stock (the “Maximum Conversion Rate”) per $1,000 principal amount of Notes pursuant to the events described in this Section 5.02; provided the Company shall adjust the Maximum Conversion Rate upon the occurrence of any event for which, and in the same manner in which, it must adjust the Conversion Rate pursuant to Section 5.06. (c) The Stock Prices set forth in the first row of the table below will in Schedule A hereto (i.e., the column headers) and the number of Additional Shares in the table in Schedule A hereto shall be adjusted as of any date on which the conversion rate Conversion Rate of the notes Notes is otherwise adjustedadjusted pursuant to Section 5.06. The adjusted ADS prices will Stock Prices shall equal the ADS prices Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate applicable Conversion Rate immediately prior to the adjustment giving rise to the ADS price Stock Price adjustment and the denominator of which is the conversion rate Conversion Rate as so adjusted. The number of additional ADSs will Additional Shares within the table attached as Schedule A hereto shall each be adjusted in the same manner and at the same time as the conversion rate Conversion Rate as set forth under “— Conversion Rate Adjustmentsin Section 5.06.” (d) The following table sets forth Company shall notify the number of additional ADSs to be added to the conversion rate for each ADS price and effective date set forth below: May 17, 2019 10.4167 7.9053 6.7940 6.1649 4.9073 3.6014 2.2874 1.5213 1.0333 0.4737 0.1900 0.0000 June 1, 2020 10.4167 8.1270 6.7595 6.0422 4.6659 3.3272 2.0730 1.3741 0.9344 0.4296 0.1722 0.0001 June 1, 2021 10.4167 6.3304 5.3684 4.8576 3.8391 2.7894 1.7485 1.1529 0.7784 0.3520 0.1358 0.0000 June 1, 2022 10.4167 6.0294 4.9419 4.3717 3.2776 2.2281 1.2961 0.8225 0.5459 0.2420 0.0865 0.0000 June 1, 2023 10.4167 5.3412 4.0098 3.3334 2.1321 1.1564 0.5165 0.2959 0.1931 0.0820 0.0145 0.0000 June 1, 2024 10.4167 3.4722 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS prices and effective dates may not be set forth in the table above, in which case: if the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates based on a 365-day year, as applicable;  if the ADS price is greater than US$80.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings Holders of the table aboveEffective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date (and make the press release available on its website), no additional ADSs will be added to the conversion rate; and  if the ADS price is less than US$16.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of ADSs issuable upon conversion exceed 62.5000 per US$1,000 principal amount of notes, subject to adjustment in the same manner as the conversion rate as set forth under “— Conversion Rate Adjustments.” Our obligation to satisfy the additional ADSs requirement could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.

Adjustment to Conversion Rate Upon Conversion In Connection With a Make-Whole Fundamental Change. (a) If the Effective Date of a “fundamental change” (as defined below and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (2) of such definition, a “makeMake-whole fundamental change”) Whole Fundamental Change occurs and a holder Holder elects to convert its notes Notes in connection with such makeMake-whole fundamental changeWhole Fundamental Change, we will, under certain circumstances, the Company shall increase the conversion rate Conversion Rate for the notes Securities so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “additional ADSsAdditional Shares”), ) under the circumstances and as described set forth below. A conversion of notes will Notes shall be deemed for these purposes to be “in connection with” such makeMake-whole fundamental change Whole Fundamental Change if the notice of conversion of the notes Conversion Notice is received by the conversion agent Conversion Agent (or in the case of global Securities, the relevant Conversion Notice in accordance with the Depositary’s applicable procedures) from, and including, the effective date Effective Date of the makeMake-whole fundamental change Whole Fundamental Change up to, and including, the third business day Business Day immediately prior to the related fundamental change repurchase date Fundamental Change Purchase Date (or, in the case of a makeMake-whole fundamental change Whole Fundamental Change that would have been a fundamental change Fundamental Change but for the proviso in clause (2ii) of the definition thereof, the 35th trading day Scheduled Trading Day immediately following the effective date Effective Date of such makeMake-whole fundamental changeWhole Fundamental Change). We will notify holdersUpon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the trusteeCompany shall, at its option, satisfy its conversion obligation by Stock Settlement, Cash Settlement or Combination Settlement in the manner specified in Section 5.04. However, if the consideration paid to holders of the Common Stock in any Make-Whole Fundamental Change described in the clause (ii) of the definition of Fundamental Change is composed entirely of cash, then, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the payment and delivery obligations upon the conversion agent of a Note shall be calculated based solely on the Stock Price for such Make-Whole Fundamental Change and shall, for each $1,000 principal amount of Notes converted, be deemed to be an amount of cash equal to the paying agent product of (i) the effective date Conversion Rate in effect on the applicable Conversion Date (as increased by any number of any make-whole fundamental change and issue Additional Shares required by this Section 5.02) multiplied by (ii) such Stock Price. In such event, the Company will pay such amount of cash to a press release announcing such effective date no later than five business days after such effective date. converting Holder on the third Business Day following the applicable Conversion Date. (b) The number of additional ADSsAdditional Shares, if any, by which the conversion rate will Conversion Rate shall be increased will for conversions in connection with a Make-Whole Fundamental Change as set forth in Section 5.02(a) shall be determined by reference to the table belowattached as Schedule A hereto, based on the date on which the make whole fundamental change Make-Whole Fundamental Change occurs or becomes effective (the “effective dateEffective Date”) and the price paid (or deemed to be paid) per ADS in the make-whole fundamental change (the “ADS price”). If the holders of our ADSs receive only cash in a make-whole fundamental change described in clause (2) of the definition of fundamental change, the ADS price will be the cash amount paid per ADS. Otherwise, the ADS price will be the average of the last reported sale prices of our ADSs for each trading day during the five trading-day period ending on, and including, the trading day immediately preceding the effective date of the make-whole fundamental changeStock Price. The ADS prices exact Stock Price and Effective Date may not be set forth in the column headings table attached as Schedule A hereto, in which case: (i) if the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts or the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is greater than $200.00 per share (subject to adjustment in the same manner as the Stock Prices pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate; and (iii) if the Stock Price is less than $47.46 per share (subject to adjustment in the same manner as the Stock Prices pursuant to subsection (c) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding anything herein to the contrary, the Company shall not increase the Conversion Rate to more than 21.0703 shares of Common Stock (the “Maximum Conversion Rate”) per $1,000 in principal amount of Notes pursuant to the events described in this Section 5.02; provided the Company shall adjust the Maximum Conversion Rate upon the occurrence of any event for which, and in the same manner in which, it must adjust the Conversion Rate pursuant to Section 5.06. (c) The Stock Prices set forth in the first row of the table below will in Schedule A hereto (i.e., the column headers) and the number of Additional Shares in the table in Schedule A hereto shall be adjusted as of any date on which the conversion rate Conversion Rate of the notes Notes is otherwise adjustedadjusted as set forth in Section 5.06. The adjusted ADS prices will Stock Prices shall equal the ADS prices Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate applicable Conversion Rate immediately prior to the adjustment giving rise to the ADS price Stock Price adjustment and the denominator of which is the conversion rate Conversion Rate as so adjusted. The number numbers of additional ADSs will Additional Shares within the table attached as Schedule A hereto shall each be adjusted in the same manner and at the same time as the conversion rate Conversion Rate as set forth under “— Conversion Rate Adjustmentsin Section 5.06.” The following table sets forth the number of additional ADSs to be added to the conversion rate for each ADS price and effective date set forth below: May 17, 2019 10.4167 7.9053 6.7940 6.1649 4.9073 3.6014 2.2874 1.5213 1.0333 0.4737 0.1900 0.0000 June 1, 2020 10.4167 8.1270 6.7595 6.0422 4.6659 3.3272 2.0730 1.3741 0.9344 0.4296 0.1722 0.0001 June 1, 2021 10.4167 6.3304 5.3684 4.8576 3.8391 2.7894 1.7485 1.1529 0.7784 0.3520 0.1358 0.0000 June 1, 2022 10.4167 6.0294 4.9419 4.3717 3.2776 2.2281 1.2961 0.8225 0.5459 0.2420 0.0865 0.0000 June 1, 2023 10.4167 5.3412 4.0098 3.3334 2.1321 1.1564 0.5165 0.2959 0.1931 0.0820 0.0145 0.0000 June 1, 2024 10.4167 3.4722 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact ADS prices and effective dates may not be set forth in the table above, in which case: if the ADS price is between two ADS prices in the table or the effective date is between two effective dates in the table, the number of additional ADSs will be determined by a straight-line interpolation between the number of additional ADSs set forth for the higher and lower ADS prices and the earlier and later effective dates based on a 365-day year, as applicable;  if the ADS price is greater than US$80.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate; and  if the ADS price is less than US$16.00 per ADS (subject to adjustment in the same manner as the ADS prices set forth in the column headings of the table above), no additional ADSs will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of ADSs issuable upon conversion exceed 62.5000 per US$1,000 principal amount of notes, subject to adjustment in the same manner as the conversion rate as set forth under “— Conversion Rate Adjustments.” Our obligation to satisfy the additional ADSs requirement could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies.