Common use of Conversion After a Public Acquirer Change of Control Clause in Contracts

Conversion After a Public Acquirer Change of Control. (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of issuing the Additional Shares pursuant to Section 12.2(e), elect to adjust the Conversion Rate and the related Conversion Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes will be entitled to convert their Notes, in accordance with Section 12.2 hereof, into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by multiplying it by a fraction: (1) the numerator of which will be (A) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted into cash, securities or other property, the value of all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (2) the denominator of which will be the average of the Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the effective date of such Public Acquirer Change of Control.

Conversion After a Public Acquirer Change of Control. (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of issuing the Additional Shares pursuant to Section 12.2(e), elect to adjust the Conversion Rate and the related Conversion Obligation conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes will be entitled to convert their Notes, in accordance with Section 12.2 hereof, into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by multiplying it by a fraction: (1) the numerator of which will be (A) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock or (B) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (2) the denominator of which will be the average of the Closing Sale Prices of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the effective date of such Public Acquirer Change of Control. (b) The Company will notify Holders of its election by providing notice as set forth in Section 12.5(b).

Conversion After a Public Acquirer Change of Control. (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of issuing increasing the Conversion Rate by the Additional Ordinary Shares pursuant to Section 12.2(e)10.23 of the Indenture, elect to adjust the Conversion Rate and the related Conversion Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes Securities will be entitled to convert their Notes, in accordance with Section 12.2 hereof, Securities into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by multiplying it by a fraction: (1) : the numerator of which will be (Ai) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is Ordinary Shares are converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock Ordinary Share or (Bii) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock Ordinary Shares for the five consecutive Trading Days trading days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (2) and the denominator of which will be the average of the Closing Sale Prices Price of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the effective date of such Public Acquirer Change of Control.

Conversion After a Public Acquirer Change of Control. (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of issuing increasing the Conversion Rate by the Additional Ordinary Shares pursuant to Section 12.2(e)10.23, elect to adjust the Conversion Rate and the related Conversion Obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes Securities will be entitled to convert their Notes, in accordance with Section 12.2 hereof, Securities into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by multiplying it by a fraction: (1) the numerator of which will be (Ai) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is Ordinary Shares are converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the Board of Directors) paid or payable per share of Common Stock Ordinary Share or (Bii) in the case of any other Public Acquirer Change of Control, the average of the Closing Sale Price of the Common Stock Ordinary Shares for the five consecutive Trading Days trading days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (2) the denominator of which will be the average of the Closing Sale Prices Price of the Public Acquirer Common Stock for the five consecutive Trading Days commencing on the Trading Day next succeeding the effective date of such Public Acquirer Change of Control.