Common use of Conversion Upon Liquidity Event Clause in Contracts

Conversion Upon Liquidity Event. ‌ (a) No less than five (5) Business Days prior to the consummation of a Qualifying Liquidity Event, the Company shall deliver a notice to each Holder (a “Qualifying Liquidity Event Notice”), with a copy to the Trustee, which shall describe the material terms of the Qualifying Liquidity Event, including the proposed transaction in connection with the Qualifying Liquidity Event, the identity of the party triggering the Qualifying Liquidity Event, the amount of consideration to be paid or issued for the Class C- 4 Shares, the form of consideration and the date such proposed Qualifying Liquidity Event is expected to be consummated.‌ (b) Upon the consummation of a Qualifying Liquidity Event, 100% of the Indebtedness of each Convertible Debt shall, prior to the consummation of a Qualifying Liquidity Event, simultaneously be converted into an amount of Applicable Conversion Stock of the Company equal to (x) the total number of (c) The Liquidity Event Proceeds shall be distributed as follows: (1) first, the repayment in cash in full of the Notes, if any, at the applicable call price and pursuant to the terms thereof; (2) second, the repayment in cash in full of any Junior Priority Capex Debt, if any, pursuant to the terms thereof; (3) third, the repayment in cash in full of the New ALB L/C Credit Agreement pursuant to the terms thereof; and (4) fourth, the distribution on the Company’s Capital Stock, including Class C Shares issued upon conversion of the Convertible Debt, in accordance with this Section 4.04 and Article 8 of the Articles of Association. (d) Each of the Holders and the Trustee hereby agrees that it shall reasonably cooperate to consummate a Qualifying Liquidity Event, which cooperation shall include consenting in writing to any actions necessary or desirable to give effect to the transactions contemplated by the Qualifying Liquidity Event and taking any action as reasonably necessary or advisable in connection with such Qualifying Liquidity Event. (e) Upon the conversion of the Notes into Class C-4 Shares pursuant to this Section 4.04 and receipt by each such Holder of its portion (if any) of the Net Liquidity Proceeds from a Qualifying Liquidity Event, the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Note Guarantees shall be deemed paid in full and terminated. (f) For the avoidance of doubt, the Class C-4 Shares issued on conversion of the Notes shall be registered in the books and records of the Company immediately prior to the consummation of a Qualifying Liquidity Event and shall not be delivered through DTC; provided that to the extent that 100% of the Net Liquidity Proceeds to be received by the Class C-4 shareholders consist of cash or DTC eligible securities, the Company may deem the Class C-4 Shares to have been issued and distribute the Net Liquidity Proceeds to the Holders through DTC, to the extent permitted by DTC. (g) The maximum aggregate number of Class C-1 Shares, Class C-2 Shares, Class C-3 Shares and Class C-4 Shares that can be issued pursuant to the Convertible Debt shall be as of the date hereof 4,461,538,455 shares, which shall be allocated pursuant to the terms of such Convertible Debt (including this Section 4.04) and the Company’s articles of association, and no Class C-1 Share, Class C-2 Share, Class C-3 Share or Class C-4 Share shall be issued at price per share of less than U.S.$0.01.

Conversion Upon Liquidity Event. ‌ (a) No less than five (5) Business Days prior to the consummation of a Qualifying Liquidity Event, the Company shall deliver a notice to each Holder (a “Qualifying Liquidity Event Notice”), with a copy to the Trustee, which shall describe the material terms of the Qualifying Liquidity Event, including the proposed transaction in connection with the Qualifying Liquidity Event, the identity of the party triggering the Qualifying Liquidity Event, the amount of consideration to be paid or issued for the Class C- 4 Shares, the form of consideration and the date such proposed Qualifying Liquidity Event is expected to be consummated.‌ (b) Upon the consummation of a Qualifying Liquidity Event, 100% of the Indebtedness of each Convertible Debt shall, prior to the consummation of a Qualifying Liquidity Event, simultaneously be converted into an amount of Applicable Conversion Stock of the Company equal to (x) the total number of (c) The Liquidity Event Proceeds shall be distributed as follows: (1) first, the repayment in cash in full of the Notes, if any, at the applicable call price and pursuant to the terms thereof; (2) second, the repayment in cash in full of any Junior Priority Capex Debt, if any, pursuant to the terms thereof; (3) third, the repayment in cash in full of the New ALB L/C Credit Agreement pursuant to the terms thereof; and (4) fourth, the distribution on the Company’s Capital Stock, including Class C Shares issued upon conversion of the Convertible Debt, in accordance with this Section 4.04 and Article 8 of the Articles of Association. (d) Each of the Holders and the Trustee hereby agrees that it shall reasonably cooperate to consummate a Qualifying Liquidity Event, which cooperation shall include consenting in writing to any actions necessary or desirable to give effect to the transactions contemplated by the Qualifying Liquidity Event and taking any action as reasonably necessary or advisable in connection with such Qualifying Liquidity Event. (e) Upon the conversion of the Notes into Class C-4 Shares Shares, pursuant to this Section 4.04 4.04, and receipt by each such Holder of its portion (if any) of the Net Liquidity Proceeds from a Qualifying Liquidity Event, the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Note Guarantees shall be deemed paid in full and terminatedterminated and the Liens on the Collateral securing the Notes shall be automatically released pursuant to Section 11.06 hereof. (f) For the avoidance of doubt, the Class C-4 Shares issued on conversion of the Notes shall be registered in the books and records of the Company immediately prior to the consummation of a Qualifying Liquidity Event and shall not be delivered through DTC; provided that to the extent that 100% of the Net Liquidity Proceeds to be received by the Class C-4 shareholders consist of cash or DTC eligible securities, the Company may deem the Class C-4 Shares to have been issued and distribute the Net Liquidity Proceeds to the Holders through DTC, to the extent permitted by DTC. (g) The maximum aggregate number of Class C-1 Shares, Class C-2 Shares, Class C-3 Shares and Class C-4 Shares that can be issued pursuant to the Convertible Debt shall be as of the date hereof shall be 4,461,538,455 shares, which shall be allocated pursuant to the terms of such Convertible Debt (including this Section 4.04) and the Company’s articles of association, and no Class C-1 Share, Class C-2 Share, Class C-3 Share or Class C-4 Share shall be issued at price per share of less than U.S.$0.01.

Conversion Upon Liquidity Event. ‌ (a) No less than five (5) Business Days Without derogating from the foregoing, if prior to the consummation of a Qualifying Liquidity EventMaturity Date, the Company shall deliver enters into a notice definitive agreement to each Holder consummate an M&A Transaction (as defined below) or an underwritten public offering (an “Public Offering” and together with an M&A Transaction, a “Qualifying Liquidity Event NoticeEvent”), with a copy to and if the Trustee, which shall describe the material terms of the Qualifying Liquidity Event, including the proposed transaction in connection with the Qualifying Liquidity Event, the identity of the party triggering the Qualifying Liquidity Event, the amount of consideration to be paid Loan Amount has not previously converted or issued for the Class C- 4 Shares, the form of consideration and the date such proposed Qualifying Liquidity Event is expected to be consummated.‌ (b) Upon the consummation of a Qualifying Liquidity Event, 100% of the Indebtedness of each Convertible Debt shall, prior to the consummation of a Qualifying Liquidity Event, simultaneously be converted into an amount of Applicable Conversion Stock of the Company equal to (x) the total number of (c) The Liquidity Event Proceeds shall be distributed as follows: (1) first, the repayment in cash in full of the Notes, if any, at the applicable call price and been repaid pursuant to the terms thereof; (2) secondprovided herein, the repayment in cash in full Lender shall have the right to elect (i) to convert the entire Loan Amount into the most senior class of any Junior Priority Capex Debt, if any, pursuant to the terms thereof; (3) third, the repayment in cash in full of the New ALB L/C Credit Agreement pursuant to the terms thereof; and (4) fourth, the distribution on the Company’s Capital Stock, including Class C Shares shares issued upon conversion of the Convertible Debt, in accordance with this Section 4.04 and Article 8 of the Articles of Association. (d) Each of the Holders and the Trustee hereby agrees that it shall reasonably cooperate to consummate a Qualifying Liquidity Event, which cooperation shall include consenting in writing to any actions necessary or desirable to give effect to the transactions contemplated by the Qualifying Liquidity Event and taking any action as reasonably necessary or advisable in connection with such Qualifying Liquidity Event. (e) Upon the conversion of the Notes into Class C-4 Shares pursuant to this Section 4.04 and receipt by each such Holder of its portion (if any) of the Net Liquidity Proceeds from a Qualifying Liquidity Event, the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Note Guarantees shall be deemed paid in full and terminated. (f) For the avoidance of doubt, the Class C-4 Shares issued on conversion of the Notes shall be registered in the books and records of the Company immediately prior to the consummation closing of the Liquidity Event; or (ii) have the entire Loan Amount repaid. The conversion price for the Loan Amount in a Qualifying Liquidity Event and shall not be delivered through DTC; provided that a price per share equal to the extent that 100% lower of: (a) a price per share reflecting the valuation of the Net Company in the Liquidity Proceeds to be received by Event, on a fully diluted basis, 80% (eighty percent) of the Class C-4 shareholders consist of cash or DTC eligible securitiesprice per share determined in such Liquidity Event as follows: (i) when such Liquidity Event is Public Offering, the Company may deem lowest offer/issue price; (ii) when such Liquidity Event is an M&A Transaction, as calculated by dividing the Class C-4 Shares to have been issued and distribute the Net Liquidity Proceeds aggregate consideration payable to the Holders through DTCshareholders of the Company or as applicable, to the extent permitted Company, by DTC. (g) The maximum aggregate the number of Class C-1 Sharesissued and outstanding shares of the Company at the time of such Liquidity Event, Class C-2 Shareson a fully diluted and as converted basis. In the event of a Liquidity Event in which a number of valuations are used for determining the consideration to be paid to shareholders, Class C-3 Shares the lowest valuation shall apply; and Class C-4 Shares that can be issued pursuant to (b) the Convertible Debt Conversion Price determined in accordance with Section 4.3 above. The Company shall be as notify the Lender in writing at least 21 days ahead of the proposed consummation of the Liquidity Event. Within 7 days of the date hereof 4,461,538,455 shares, which shall be allocated pursuant to the terms of such Convertible Debt (including this Section 4.04) and the Company’s articles of associationnotice, and no Class C-1 Sharethe Lender shall notify the Company in writing, Class C-2 Share, Class C-3 Share or Class C-4 Share as to whether its Loan Amount shall be issued at price per share of less than U.S.$0.01converted or repaid in accordance with this Section 4.4. Should the Lender not notify the Company within the prescribed period, it shall be deemed to have elected to convert its Loan Amount.

Conversion Upon Liquidity Event. ‌ (a) No less than five Within thirty (530) Business Days prior to days following the consummation date on which a Liquidity Event is approved by the Board of a Qualifying Liquidity EventDirectors of the Company, the Company shall deliver a notice to each Holder (a “Qualifying Liquidity Event Notice”)Holder, with a copy to the Trustee, requesting (the “Liquidity Event Determination Request”) whether such Holder approves such Liquidity Event (a “Liquidity Event Determination Notice”). The Liquidity Event Determination Notice shall state:‌ (1) that the Liquidity Event Determination Request is being made pursuant to this Section 4.16; (2) the date by which such Holder must provide its election as to whether to approve or reject the proposed Liquidity Event, which date shall describe be no earlier than twenty (20) Business Days following the delivery of such notice, except as may be required by law (the “Liquidity Event Determination Date”). It being understood that if no election is made up to the Liquidity Event Determination Date, such Holder shall be deemed to approve the proposed Liquidity Event;‌ (3) the material terms of the Qualifying proposed Liquidity Event, including the proposed transaction in connection with the Qualifying Liquidity Event, the identity of the party triggering the Qualifying Liquidity Event, the amount of consideration to be paid or issued for the Class C- 4 Shares, the form of consideration and ; (4) the date until which Holders will be entitled to withdraw their election; and (5) any information relating to such proposed Qualifying Liquidity Event as is expected reasonably necessary for such Holder to make an informed decision and, in addition, any information as may be consummated.‌reasonably requested by any Holder within three (3) Business Days of delivery of such Liquidity Event Determination Notice in order to make such determination and/or provided to lenders under the Restructured ALB Loans or Restructured Bradesco Debt, excluding information that is subject to attorney-client privilege and, with respect to any confidential information, subject to appropriate confidentiality agreements. (b) Upon If a proposed Liquidity Event is approved by the consummation of Liquidity Event Determination Date by a Qualifying Notes/Bradesco Majority, as certified by the Company in an Officer’s Certificate, then:‌ (1) to the extent such proposed Liquidity EventEvent is also approved by the Required ALB Majority, as certified by the Company in an Officer’s Certificate, 100% of the Indebtedness of each Convertible Debt shall, prior to the consummation of a Qualifying Liquidity Event, simultaneously simultaneously‌ (2) to the extent such proposed Liquidity Event is not approved by the Required ALB Majority, one or more of the Holders or lenders under the Restructured Bradesco Debt may elect, but in no event is required, to purchase in full the total Outstanding Amount of the Restructured ALB Loans prior to the consummation of a Qualifying Liquidity Event at a price equal to 95% of the total Outstanding Amount thereof, pursuant to the terms of the Tranche 2/3/4 Intercreditor Agreement and, (A) if so elected (such election, the “Notes/Bradesco Liquidity Event Buyout Election”), after the completion and transfer of the Restructured ALB Loans, the Indebtedness of the Convertible Debt shall be converted into an amount of Applicable Conversion Stock of and be entitled to receive Net Liquidity Proceeds from such Qualifying Liquidity Event in accordance with clause (b)(1) above, and (B) if no such Holder(s) or lender(s) under the Restructured Bradesco Debt makes such election, the Liquidity Event shall be deemed rejected and the Company equal to (x) the total number ofshall not complete such Liquidity Event.‌ (c) If a Liquidity Event is not approved by the Notes/Bradesco Majority but is approved by the Required ALB Majority, as certified by the Company in an Officer’s Certificate, the Required ALB Majority (or one or more lenders thereunder) may elect to purchase in full the total Outstanding Amount of the Notes and the Restructured Bradesco Debt, in each case, prior to the consummation of a Qualifying Liquidity Event at a price equal to 95% of the total Outstanding Amount thereof, pursuant to the terms of the Tranche 1 Intercreditor Agreement and, (1) if so elected (such election, the “ALB Liquidity Event Buyout Election”, and, together with the Notes/Bradesco Liquidity Buyout Election, as applicable, the “Liquidity Event Buyout Election”), upon receipt of such amount, the Holders and the lenders under the Restructured Bradesco Debt shall sell or assign the Obligations in full to such Person, and, after the completion and transfer of the Notes and the Restructured Bradesco Debt, the Indebtedness of the Convertible Debt shall be converted and be entitled to receive Net Liquidity Proceeds from such Qualifying Liquidity Event in accordance with clause (b)(1) above, and (2) if the Required ALB Majority (or one or more lenders thereunder) does not make such election, the Liquidity Event shall be deemed rejected and the Company shall not complete such Liquidity Event.‌ (d) The Liquidity Event Proceeds shall be distributed as follows: (1) first, the repayment in cash in full of the Notes, if any, at the applicable call price and pursuant to the terms thereof; (2) second, the repayment in cash in full of any Junior Priority Capex Debt, if any, pursuant to the terms thereof; (3) third, the repayment in cash in full of the New ALB L/C Credit Agreement pursuant to the terms thereof; and (4) fourth, the distribution on the Company’s Capital Stock, including Class C Shares issued upon conversion of the Convertible Debt, in accordance with this Section 4.04 4.16 and Article 8 of the Articles of Association. (de) Notwithstanding anything to the contrary herein, the Company shall not enter into or agree to any amendment or modification to or waiver of any provision of the Company’s organizational documents, including the Articles of Association, that would result in different treatment of the Notes or Convertible Debt in connection with a Qualifying Liquidity Event than that contemplated in the Company’s organizational documents, including the Articles of Association, on the date hereof or that is otherwise materially and disproportionately adverse to a Holder or Holders. (f) Each of the Holders and the Trustee hereby agrees that it shall reasonably cooperate to consummate a Qualifying Liquidity Event, which cooperation shall include consenting in writing to any actions necessary or desirable to give effect to the transactions contemplated by the Qualifying Liquidity Event and taking any action as reasonably necessary or advisable in connection with such Qualifying Liquidity Event; provided that nothing herein creates an obligation or duty on any Holder to vote in favor of or approve a proposed Liquidity Event in connection with the Liquidity Event Determination Request. (eg) Upon the conversion of the Notes into Class C-4 C-2 Shares pursuant to this Section 4.04 4.16, and receipt by each such Holder of its portion (if any) of the Net Liquidity Proceeds from a Qualifying Liquidity Event, the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Note Guarantees shall be deemed paid in full and terminatedterminated and the Liens on the Collateral securing the Notes shall be automatically released pursuant to Section 11.06 hereof. (fh) For the avoidance of doubt, the Class C-4 C-2 Shares issued on conversion of the Notes shall be registered in the books and records of the Company immediately prior to the consummation of a Qualifying Liquidity Event and shall not be delivered through DTC; provided that to the extent that 100% of the Net Liquidity Proceeds to be received by the Class C-4 C-2 shareholders consist of cash or DTC eligible securities, the Company may deem the Class C-4 C Shares to have been issued and distribute the Net Liquidity Proceeds to the Holders through DTC, to the extent permitted by DTC. (gi) The maximum aggregate number of Class C-1 Shares, Class C-2 Shares, Class C-3 Shares and Class C-4 Shares that can be issued pursuant to the Convertible Debt shall be as of the date hereof shall be 4,461,538,455 shares, which shall be allocated pursuant to the terms of such Convertible Debt (including this Section 4.044.16) and the Company’s articles of association, and no Class C-1 Share, Class C-2 Share, Class C-3 Share or Class C-4 Share shall be issued at price per share of less than U.S.$0.01.