Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) providing that such Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder at his address appearing on the registration books of the Registrar. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporationcorporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the TIATrust Indenture Act as in force at the date of execution of such supplemental indenture) providing that such Note each Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Debentures immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. XV. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder holder of Debentures, at his address appearing on the registration books Register provided for in Section 2.5 of the Registrarthis Indenture. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section 15.6 shall similarly apply to successive reclassifications, consolidations, mergers mergers, combinations, and sales. If this Section 15.6 applies to any event or occurrence, Section 15.5 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any Upon the occurrence of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combinationcombination covered by Section 5.04(a)), (ii) any consolidation consolidation, merger, combination or merger binding share exchange involving the Company, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company with another corporation shall be effected to any other Person, in each case as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stockcash, securities Notes or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iiiany such event a “Merger Event”), then: (a) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to comply with the TIA) providing that such Note shall be convertible into Trust Indenture Act as in force at the kind and amount date of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion execution of such Notes immediately prior supplemental indenture if such supplemental indenture is then required to such reclassification, change, consolidation, merger, sale or conveyanceso comply) permitted under Section 4.01(g) as set forth in this Supplemental Indenture. Such supplemental indenture shall provide for adjustments which that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. 5. If, in the case of any Merger Event, the Reference Property includes shares of stock or other Notes and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 6 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 5.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of cash, securities or property or asset that will comprise the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder Noteholder, at his its address appearing on the registration books Note Register provided for in this Indenture, within twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Registrar. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the such supplemental indenture which shall so applyindenture. (b) If this Notwithstanding the provisions of Section applies with respect 5.02(b), and subject to the provisions of Section 5.01 and Section 5.03, at and after the effective time of such Merger Event, (i) the right to convert each $1,000 principal amount of Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock at the Company’s election as set forth in Section 5.02 will be changed to a transactionright to convert each $1,000 principal amount of such Note into cash, Section 10.05 the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) or a combination of cash and Reference Property at the Company’s election and (ii) the related Conversion Obligation shall not apply with respect to that transactionbe settled as set forth under clause (c) below. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 5.02(b) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the forty consecutive Trading Days during the related Cash Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration; and (C) if the Company elects to satisfy its Conversion Obligation through delivery of a combination of cash and Reference Property, the Company shall deliver in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the forty consecutive Trading Days during the Cash Settlement Averaging Period for such Note, such Daily Settlement Amounts determined as if the reference to “the Daily VWAP of the Common Stock” in definition of Daily Conversion Value and Daily Share Amount were instead a reference to “the Daily VWAP of a unit of Reference Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration. (ii) The above provisions Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 5.02(l) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property” composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration). (iii) The Daily Settlement Amounts (if applicable) and Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Cash Settlement Averaging Period. (iv) For purposes of this Section shall similarly apply 5.06, the “Weighted Average Consideration” means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to successive reclassificationsreceive cash, consolidations, mergers and salessecurities or other property or assets with respect to or in exchange for such Common Stock in any Merger Event who affirmatively make such an election.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any In the event of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets Property (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets Property of the Company as, or substantially as, an entirety to any other corporationcorporation as a result of which holders of Common Stock shall be entitled to receive securities or other Property (including cash) with respect to or in exchange for such Common Stock, then the Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee enter into a supplemental indenture (which shall conform to the TIA) providing that such each Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets other Property (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. 10. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder Holder, at his address appearing on the registration books of the RegistrarRegister. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section 10.5 shall similarly apply to successive reclassificationsreclassification, changes, consolidations, mergers mergers, combinations, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes Debentures (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation or merger of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes Debentures shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIATrust Indenture Act of 1939 as in force at the date of execution of such supplemental indenture) providing that such Note each Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Debentures immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder holder of Debentures, at his address appearing on the registration books Debenture register provided for in Section 2.05 of the Registrarthis Indenture. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely : (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), combination to which (i) cash up to the aggregate principal amount thereof; and (ii) any consolidation or merger in lieu of Common Stock otherwise deliverable, the Company with another corporation shall be effected as a result same type (in the same proportions) of which consideration received by holders of Common Stock issuable upon conversion in the relevant event (the “Reference Property”), subject to our right to deliver cash in lieu of all or a portion of the Notes shall be entitled to receive stock, securities or other property or assets (including cash) Reference Property in accordance with respect to or applicable procedures set forth in exchange for such Common Stock or (iii) any sale or conveyance Section 12.1. For purposes of the properties and assets of foregoing, the Company as, or substantially as, an entirety to any other corporation, then the Company or such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) providing that such Note shall be convertible into the kind type and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Common Stock to be converted into the right to receive more than a number single type of shares consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock issuable upon conversion of that affirmatively make such Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyancean election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article X. XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. (b) The Company shall cause notice of the execution of such any supplemental indenture required by this Section 12.3 to be mailed to each Holder holder of Securities, at his its address appearing on the registration books Securities Register provided for in Section 2.5 of the Registrarthis Indenture, within 20 calendar days after execution thereof. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect Failure to a transaction, Section 10.05 deliver such notice shall not apply with respect to that transactionaffect the legality or validity of such supplemental indenture. (c) The above provisions of this Section 12.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, binding share exchanges, combinations, sales and salesconveyances. (d) If this Section 12.3 applies to any event or occurrence, Section 12.2 shall not apply in respect of such event or occurrence.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any recapitalization, reclassification or other similar change of in the outstanding shares of Common Stock Ordinary Shares represented by the ADSs issuable upon conversion of the Notes (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected Person, (iii) the Company is a party to a statutory share exchange or (iv) any sale, lease or other transfer of all or substantially all of the assets of the Company to any other Person, in each case, as a result of which holders of Common Stock issuable upon conversion of the Notes Ordinary Shares shall be entitled to receive stock, securities or other notes, other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance Ordinary Shares, the Holders of the properties and assets of the Company as, or substantially as, an entirety Notes then Outstanding will be entitled thereafter to any other corporation, then the Company or convert such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) providing that such Note shall be convertible Notes into the kind and amount of shares of stock and stock, other securities notes or other property or assets (including cashcash or any combination thereof) receivable that they would have owned or been entitled to receive (the Reference Property) upon such recapitalization, reclassification, change, consolidation, merger, sale combination, sale, lease, transfer or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of statutory share exchange had such Notes been converted into ADSs immediately prior to such reclassificationtransaction. In the event the holders of Ordinary Shares have the opportunity to elect the form of consideration to be received in such transaction, change, consolidation, merger, sale or conveyance. Such supplemental indenture the Company shall provide for adjustments which make adequate provision whereby the Notes shall be as nearly equivalent as may be practicable to convertible from and after the adjustments provided for effective date of such transaction into the form of consideration elected by a majority of the Company’s stockholders in this Article X. such transaction. The Company shall cause notice of hereby agrees not to become a party to any such transaction unless its terms are consistent with the execution of such supplemental indenture to be mailed to each Holder at his address appearing on the registration books of the Registrarforegoing. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section 4.7 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in each case as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stockcash, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iiiany such event a “Merger Event”), then: (a) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the TIAso comply) permitted under Section 9.01(a) providing that such Note shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such the Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceas set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert such Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate in effect prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) shall be deemed to be (i) the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election or (ii) if no holders of Common Stock affirmatively make such an election, the types and amounts of consideration actually received by such holders. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 13.06. None of the foregoing provisions shall affect the right of a holder of Notes to surrender its Notes for conversion to the Company in accordance with the provisions of Article 13 hereof prior to the effective date of the Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder Noteholder, at his its address appearing on the registration books Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Registrar. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the such supplemental indenture which shall so applyindenture. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (cd) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in either case as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stockcash, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iiiany such event a “Merger Event”), then: (a) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the TIAso comply) permitted under Section 11.01(a) providing that such Note shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such the Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceas set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article XVI herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 15.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 15.02(a) and Section 15.02(b), and subject to the provisions of Section 15.01, at the effective time of such Merger Event, the right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) such that from and after the effective time of such transaction, a Noteholder will be entitled thereafter to convert its Notes into cash (up to the aggregate principal amount thereof) and the same type (and in the same proportion) of Reference Property, based on the Daily Settlement Amounts of Reference Property in an amount equal to the applicable Conversion Rate, as described under Section 15.02(b). For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes in accordance with the provisions of Article XV hereof prior to the effective date. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder Noteholder, at his address appearing on the registration books Note register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Registrar. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the such supplemental indenture which shall so applyindenture. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (cd) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporationcorporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) providing that such Note each Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder holder of Securities at his address appearing on the registration books Securityholder list provided for in Section 2.05 of the Registrarthis Indenture. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers mergers, combinations, and sales. If this Section applies, neither Section 11.06, 11.07 nor 11.08 applies.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets (including cashCash) with respect to or in exchange for such Common Stock Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporationcorporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including Cash) with respect to or in exchange for such Common Stock, then the Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) indenture, providing that such Note each Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cashCash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Securities immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. Article. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Securities, at his such Holder's address appearing on the registration books Security Register provided for in Section 305 of the Registrarthis Indenture. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers mergers, combinations, and sales. If this Section applies, neither Section 1406, 1407 nor 1408 applies.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of In the following events occur, namely event of: (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), Stock, (ii) any consolidation consolidation, merger, binding share exchange or merger combination of the Company with another corporation shall be effected Person, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive capital stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporationStock, then the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing for the conversion and settlement of Debentures as set forth in this Indenture. Such supplemental indenture shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the TIAadjustments provided for in Section 2.18. (b) providing that Notwithstanding the provisions of Section 2.23, the Conversion Value in respect of any Debentures tendered for conversion on or after the 20th Trading Day immediately preceding the effective date of any such Note transaction shall be convertible into calculated in accordance with the definition of Conversion Value herein, except that for each of the Trading Days in the Conversion Reference Period on or after the effective date for such transaction, the relevant daily value will equal the daily value of the Exchange Property pertaining to such Debentures. For these purposes, “Exchange Property” means the kind and amount of shares of stock and capital stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance by a holder of Common Stock holding, immediately prior to the transaction, a number of shares of Common Stock issuable upon conversion of such Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable equal to the adjustments provided Conversion Rate (plus Additional Shares, to the extent that the holder is entitled to Additional Shares in accordance with Section 2.24 upon conversion) then in effect. Notwithstanding the foregoing, to the extent holders of our Common Stock are permitted to elect the form of consideration to be received in such transaction, the Exchange Property will be deemed for in all purposes under this Article X. The Company shall cause notice Section 2.19 to be the weighted average of the execution types and amounts of such supplemental indenture to be mailed to each Holder at his address appearing on the registration books consideration received by holders of the Registrar. If securities deliverable upon conversion Common Stock that affirmatively make an election or, if a majority of Notes as provided above are themselves convertible into the securities of holders that affirmatively make an Affiliate of the formed surviving transferee corporationelection choose a single option, the issuer shall join in the supplemental indenture which shall so applytypes and amounts received by those majority electing holders. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and sales.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected Person, or (iii) any sale or conveyance of all or substantially all of the property and assets of the Company to any other Person, in either case as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stockcash, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock or (iiiany such event a “Merger Event”), then: (a) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, then the Company or such the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to the TIAso comply) permitted under Section 9.01(a) providing that such Note shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such the Notes immediately prior to such reclassification, change, consolidation, merger, sale or conveyanceas set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. and the Trustee may conclusively rely on the determination by the Company of the equivalency of such adjustments. If, in the case of any Merger Event, the Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the holders of the Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Board of Directors and practicable the provisions providing for the repurchase rights set forth in Article 14 herein. In the event the Company shall execute a supplemental indenture pursuant to this Section 13.06, the Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefore, the kind or amount of cash, securities or property or asset that will constitute the Reference Property after any such Merger Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Noteholders. (b) Notwithstanding the provisions of Section 13.02(a), and subject to the provisions of Section 13.01, at the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert such Note as set forth in this Indenture into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversation Rate in effect prior to such Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such Merger Event. For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. The Company shall not become a party to any such transaction unless its terms are consistent with this Section 13.06. None of the foregoing provisions shall affect the right of a holder of Notes to surrender its Notes for conversion to the Company in accordance with the provisions of Article 13 hereof prior to the effective date of the Merger Event. (c) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder Noteholder, at his address appearing on the registration books Note Register provided for in this Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of the Registrar. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the such supplemental indenture which shall so applyindenture. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (cd) The above provisions of this Section shall similarly apply to successive reclassifications, consolidations, mergers and salesMerger Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (ia) any reclassification or change of outstanding shares of Common Stock issuable upon conversion of the Notes (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), ; (iib) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected as a result of which holders of Common Stock issuable upon conversion of the Notes shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock Stock; or (iiic) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporationcorporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or such the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) indenture, providing that such each Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Notes Note immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. Section 2.08(6). The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at his address appearing on the registration books of the RegistrarNote register, within 20 days after execution thereof. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect Failure to a transaction, Section 10.05 deliver such notice shall not apply with respect to that transaction. (c) affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances. If this Section 2.08(6) applies to any event or occurrence, Section 2.07 shall not apply.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely (ia) any recapitalization, reclassification or other similar change of in the outstanding shares of Common Stock Ordinary Shares represented by the ADSs issuable upon conversion of the Notes (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (iib) any consolidation consolidation, merger or merger combination of the Company with another corporation shall be effected Person, (c) the Company is a party to a statutory share exchange or (d) any sale, lease or other transfer of all or substantially all of the assets of the Company to any other Person, in each case, as a result of which holders of Common Stock issuable upon conversion of the Notes Ordinary Shares shall be entitled to receive stock, securities other notes, or other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Common Stock or (iii) any sale or conveyance Ordinary Shares, the Holders of the properties and assets of the Company as, or substantially as, an entirety Notes then Outstanding will be entitled thereafter to any other corporation, then the Company or convert such successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall conform to the TIA) providing that such Note shall be convertible Notes into the kind and amount of shares of stock and stock, other securities notes or other property or assets (including cashcash or any combination thereof) receivable that they would have owned or been entitled to receive (the Reference Property) upon such recapitalization, reclassification, change, consolidation, merger, sale combination, sale, lease, transfer or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of statutory share exchange had such Notes been converted into ADSs immediately prior to such reclassificationtransaction. In the event the holders of Ordinary Shares have the opportunity to elect the form of consideration to be received in such transaction, change, consolidation, merger, sale or conveyance. Such supplemental indenture the Company shall provide for adjustments which make adequate provision whereby the Notes shall be as nearly equivalent as may be practicable to convertible from and after the adjustments provided for effective date of such transaction into the form of consideration elected by a majority of the Company’s stockholders in this Article X. such transaction. The Company shall cause notice of hereby agrees not to become a party to any such transaction unless its terms are consistent with the execution of such supplemental indenture to be mailed to each Holder at his address appearing on the registration books of the Registrarforegoing. If securities deliverable upon conversion of Notes as provided above are themselves convertible into the securities of an Affiliate of the formed surviving transferee corporation, the issuer shall join in the supplemental indenture which shall so apply. (b) If this Section applies with respect to a transaction, Section 10.05 shall not apply with respect to that transaction. (c) The above provisions of this Section 4.7 shall similarly apply to successive recapitalizations, reclassifications, changes, consolidations, mergers mergers, combinations, sales and salesconveyances.