Common use of Elections with Respect to Reorganization or Dilution Events Clause in Contracts

Elections with Respect to Reorganization or Dilution Events. If a Reorganization Event or a Dilution Event permits holders of an Exchange Security to elect (i) whether to participate or not or (ii) to own or receive either Marketable Securities or cash and/or other securities or property, or a combination of any or all of the foregoing, the Exchange Property adjustment will be based on the election actually made (or deemed to be made) by Shareholders with respect to the number of units of such Exchange Security included in the Exchange Property; provided that all Shareholders in respect of all outstanding Contracts shall make the same election in respect of a Reorganization Event or a Dilution Event. Shareholder will use reasonable efforts to notify Purchaser (or cause Purchaser to be notified) of any such election at least two Trading Days prior to the date of expiration of a holder of such Exchange Security’s right to make such an election (or, if earlier, the date at least three Trading Days prior to the commencement of any calculation period applicable to such Exchange Security, and/or such consideration with respect thereto, in such Reorganization Event or Dilution Event) and will direct Purchaser (or cause Purchaser to be directed) to instruct the Collateral Agent to make such election on Shareholder’s behalf, and upon such notice, Purchaser will direct the Collateral Agent to make such election on Shareholder’s behalf. Shareholder will make any such election following its consultation with respect thereto with a nationally recognized investment banking firm retained by Shareholders for this purpose and will make such election that it believes in good faith would result in the greatest economic value (to the holders of the Trust Securities) of the consideration with respect to such Exchange Security in such Reorganization Event or Dilution Event; provided that (1) if such Reorganization Event or Dilution Event permits Shareholder to elect to receive Marketable Securities in lieu of cash and/or other securities or property, Shareholder will not be required to make such consultation or good faith determination to the extent Shareholder elects to receive the maximum possible number of Marketable Securities and (2) Shareholder will not be required to make any such consultation to the extent that (X) the Shareholder Group beneficially owns, directly or indirectly, at the time of such election Exchange Securities with a Then-Current Value of no less than $20 million that are not included in the Collateral and (Y) the members of the Shareholder Group beneficially owning such Exchange Securities make the same election in connection with such Reorganization Event or Dilution Event. In the event that Purchaser does not receive such notice from Shareholder under this Agreement, or such notice from any other Shareholder under the corresponding provisions of its Contract, Shareholder shall be deemed to have authorized Purchaser to direct the Collateral Agent to make the election that Purchaser believes in good faith, after consultation with a nationally recognized investment banking firm, would result in the greatest economic value (to the holders of the Trust Securities) of the consideration with respect to such Exchange Security in such Reorganization Event or Dilution Event.

Elections with Respect to Reorganization or Dilution Events. If a Reorganization Event or a Dilution Event permits holders of an Exchange Security to elect (i) whether to participate or not or (ii) to own or receive either Marketable Securities or cash and/or other securities or property, or a combination of any or all of the foregoing, the Exchange Property adjustment will be based on the election actually made (or deemed to be made) by Shareholders Shareholder with respect to the number of units of such Exchange Security included in the Exchange Property; provided that all Shareholders in respect of all outstanding Contracts shall make the same election in respect of a Reorganization Event or a Dilution Event. Shareholder will use its reasonable best efforts to notify Purchaser (or cause Purchaser to be notified) of any such election at least two Trading Business Days prior to the date of expiration of a holder of such Exchange Security’s its right to make such an election (or, if earlier, the date at least three Trading Business Days prior to the commencement of any calculation valuation period applicable to such Exchange Security, and/or such consideration with respect thereto, in such Reorganization Event or Dilution Event) and ). In any event, Shareholder will direct notify Purchaser (or cause Purchaser to be directed) to instruct of its election no later than one Scheduled Trading Day following the Collateral Agent to make such election on Shareholder’s behalf, and upon such notice, Purchaser will direct the Collateral Agent to make such election on Shareholder’s behalfsubmission of its election. Shareholder will make any such election following its consultation with respect thereto with a nationally recognized investment banking firm retained by Shareholders it for this purpose and will make such election that it believes in good faith would result in the greatest economic value (to the holders of the Trust Securities) of the consideration with respect to such Exchange Security in such Reorganization Event or Dilution Event; provided that (1) that, if such Reorganization Event or Dilution Event permits Shareholder to elect to receive Marketable Securities in lieu of cash and/or other securities or property, Shareholder will not be required to make such consultation or good faith belief determination to the extent Shareholder elects to receive the maximum possible number amount of Marketable Securities and (2) Shareholder will not be required to make any such consultation to the extent that (X) the Shareholder Group beneficially owns, directly or indirectly, at the time of such election Exchange Securities with a Then-Current Value of no less than $20 million that are not included in the Collateral and (Y) the members of the Shareholder Group beneficially owning such Exchange Securities make the same election in connection with such Reorganization Event or Dilution Event. In the event that Purchaser does not receive such notice from Shareholder under this Agreement, or such notice from any other Shareholder under the corresponding provisions of its Contract, Shareholder shall be deemed to have authorized Purchaser to direct the Collateral Agent to make the election that Purchaser believes in good faith, after consultation with a nationally recognized investment banking firm, would result in the greatest economic value (to the holders of the Trust Securities) of the consideration is made by Shareholder’s parent company with respect to all the other Ordinary Shares and/or ADSs that it owns (which number of Ordinary Shares, including Ordinary Shares represented by such number of ADSs, is at least equal to the product of the number of Trust Securities outstanding, the Maximum Exchange Security Rate and the number of Ordinary Shares represented by the number of ADSs included in such Reorganization Event or Dilution Eventone Exchange Property Unit).