Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), in writing that the Company it has made the an Exchange Election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) does do(es) not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, cause such Notes to be delivered to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree in writing to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s), the Trustee and the Conversion Agent (if other than the Trustee) of the relevant deadline for payment and/or delivery of the Conversion Consideration Consideration. If the Company makes an Exchange Election, no later than the second Business Day immediately following the relevant Conversion Date, the Company shall deliver (or cause the Conversion Agent to deliver) the Notes surrendered for exchange to the Designated Financial Institution(s) in lieu of conversion. The Company, the Holder surrendering the Notes for conversion, the Designated Financial Institution(s) and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as delivered to the case may beDesignated Financial Institution(s) and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstandingoutstanding notwithstanding the surrender of such Notes, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and the Holders surrendering the Notes for conversion in writing and shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes and in such case, the Company shall notify the Conversion Agent of such refusal by the Designated Financial Institution(s).

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivereddelivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as set forth in this Section 14.12. Any Notes exchanged by any Designated Institution will remain outstanding, as subject to applicable procedures of the case may beDepositary. (b) Any Notes delivered to the If any Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion and the Trustee that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) designated institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration and Consideration. (b) If the type of Conversion Consideration to be paid designated institution accepts any such Notes, it shall pay and/or delivereddeliver, as the case may be. (b) , the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall designated institution will remain outstanding, subject to the applicable procedures of the DepositaryDTC procedures. If the Designated Financial Institution(s) agree(s) designated institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration, or if such Designated Financial Institution(s) designated institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, deliver the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) institution to accept any Notes. The Company may, but shall not be obligated to, enter into a separate agreement with any designated institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company it shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the such Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery payment or delivery, as the case may be, of the Conversion Consideration conversion consideration and the type of Conversion Consideration conversion consideration to be paid and/or or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Considerationconversion consideration, or if such Designated Financial Institution(sdesignated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant consideration due in respect of the Conversion ConsiderationObligation, as, and at the time, required pursuant to this Indenture as if the Company had not made the an Exchange Election. So long as the Notes are eligible for book-entry settlement with the Depositary, the Company shall comply with the applicable procedures of the Depositary. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sinstitution(s) to accept any Notes. The Company may, but will not be obligated to, pay any consideration to, or otherwise enter into any agreement with, the designated financial institution(s) for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination thereof thereof, as applicable, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivereddelivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as set forth in this Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, as subject to applicable procedures of the case may beDepositary. (b) Any Notes delivered to the If any Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (aA) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and will have no liability in respect of such exchange election. (bB) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (cC) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or combination thereof that would otherwise be at the election of the Company due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstandingoutstanding and the Designated Financial Institution(s) shall be the holder(s) of the Notes, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion and pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange ElectionElection and the Notes will be cancelled in accordance with the provisions of this Indenture. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading first Business Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares Settlement Amount that the Company would be obligated to deliver upon the conversion of Common Stock or combination thereof that such Notes at the time the Company would otherwise be due upon conversion pursuant required to Section 14.02 or deliver such other amount agreed to by consideration. By the Holder and Close of Business on the Designated Financial Institution(s) (Business Day immediately following the “Conversion Consideration”). If the Company makes an Exchange ElectionDate, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, will notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the Company designated financial institution has made agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the Exchange Electionconversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would have otherwise been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated institution shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of send an e-mail confirmation to the Conversion Consideration and Agent once it has (a) wired such cash, if any, to the type of Conversion Consideration to be paid and/or deliveredHolder, as the case may be. providing a Federal Reference Number, (b) Any processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash and number of shares of Common Stock, if any. Notes delivered to exchanged by the Designated Financial Institution(s) shall designated institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Considerationconsideration, or if such Designated Financial Institution(s) designated institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, will deliver the relevant Conversion Consideration, as, and at consideration to the time, required pursuant to this Indenture Holder on the applicable settlement date therefor as if the Company had not made the Exchange Electionan exchange in lieu of conversion election. (cii) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the close of business on the Scheduled Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to To accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon on conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Scheduled Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) ), and the Holder surrendering Notes for conversion that in respect of which the Company has made the an Exchange Election, that it has made such Exchange Election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the Settlement Method with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and Consideration. Any Notes exchanged by the type Designated Institution will remain outstanding, subject to Applicable Procedures of Conversion Consideration to be paid and/or delivered, as the case may beDepositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) in writing to the Conversion Agent for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, shares Common Shares or a combination of cash and Common Stock or combination thereof Shares, at the Company’s election, that would otherwise be due upon conversion pursuant to as described under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company it shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the such Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery payment or delivery, as the case may be, of the Conversion Consideration conversion consideration and the type of Conversion Consideration conversion consideration to be paid and/or or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Considerationconversion consideration, or if such Designated Financial Institution(sdesignated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant consideration due in respect of the Conversion ConsiderationObligation, as, and at the time, required pursuant to this Indenture as if the Company had not made the an Exchange Election. So long as the Notes are eligible for book-entry settlement with the Depositary, the Company shall comply with the applicable procedures of the Depositary. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sinstitution(s) to accept any Notes. The Company may, but will not be obligated to, pay any consideration to, or otherwise enter into any agreement with, the designated financial institution(s) for or with respect to such designation. (d) So long as the Notes are in the form of Global Notes, the Company shall comply with the applicable procedures of Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliver, be delivered on or prior to the first Trading Day immediately following the Conversion Date, such Notes Date to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Consideration and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, subject to notwithstanding the applicable procedures surrender thereof by the Holder of the Depositarysuch Notes. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as the case may be, the related Conversion Considerationshares of Common Stock or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated financial institution to comply with the Applicable Procedures.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock Stock, cash or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by at the Holder time and in the Designated Financial Institution(s) (the “Conversion Consideration”)manner provided in this Article 14. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type shares of Conversion Consideration to be paid and/or deliveredCommon Stock, as the case may be. (b) cash or a combination thereof due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the DepositaryOutstanding. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the shares of Common Stock, as the case may be, the related Conversion Considerationcash or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall pay and/or deliverdeliver the shares of Common Stock, as cash or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, required pursuant to time and in the manner provided in this Indenture Article 14 as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but is not obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transactions.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading close of business on the Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of business on the Business Day following the relevant Conversion Consideration Date. Any Notes exchanged by the Designated Institution will remain outstanding, subject to be paid and/or delivered, as applicable procedures of the case may beDepositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay and/or delivershall, as within the case may betime period specified in Section 14.02(c), deliver the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading first Business Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares Settlement Amount that the Company would be obligated to deliver upon the conversion of Common Stock or combination thereof that such Notes at the time the Company would otherwise be due upon conversion pursuant required to Section 14.02 or deliver such other amount agreed to by consideration. By the Holder and Close of Business on the Designated Financial Institution(s) (Business Day immediately following the “Conversion Consideration”). If the Company makes an Exchange ElectionDate, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, will notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent that it has directed the designated financial institution to make an exchange in lieu of conversion and that the Company designated financial institution has made agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and delivery instructions and shall be delivered to the Exchange Electionconversion agent and to the designated institution. (i) If the designated institution accepts any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration would have otherwise been required to be paid and/or delivered, as deliver such consideration. In the case may be. of Notes held through the Depositary, the designated institution shall (a) wire such cash, if any, to the Holder, (b) Any process a transfer to such Holder of such number of shares of Common Stock. Notes delivered to exchanged by the Designated Financial Institution(s) shall designated institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated institution agrees to accept any Notes for exchange in lieu of conversion but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Considerationconsideration, or if such Designated Financial Institution(s) designated institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, will deliver the relevant Conversion Consideration, as, and at consideration to the time, required pursuant to this Indenture Holder on the applicable settlement date therefor as if the Company had not made the Exchange Electionan exchange in lieu of conversion election. (cii) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) the financial institution to accept any Notes. The Company will not pay any consideration to, and the Company may, but will not be obligated to, otherwise enter into any agreement with, the designated institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), in writing that the Company it has made the an Exchange Election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) does do(es) not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) pursuant to which this Section 14.11 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock Stock, or a combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Holder surrendering any such Notes for conversion, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be (plus any cash in lieu of fractional shares) plus the Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Physical Settlement Method with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration shares of Common Stock, any cash in lieu of fractional shares and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Interest Make-Whole Amount due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required shares of Common Stock, as any cash in lieu of fractional shares and the case may be, any cash and/or Common Stock in respect of the related Conversion ConsiderationInterest Make-Whole Amount due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required shares of Common Stock, as together with cash in lieu of any fractional shares, plus the case may be, Interest Make-Whole Amount due upon conversion to the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliverbe delivered, on at or prior to 11:00 a.m. (New York City time) on the Trading first Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) 13.02 above (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business at or prior to 11:00 a.m. (New York City time) on the Trading first Business Day following the relevant Conversion Date, notify notify, in writing writing, the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the such Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivereddelivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution as set forth in this Section 13.11). The Company, as the case may be. (b) Any Holder surrendering Notes for conversion, the Designated Institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the Designated Financial Institution(s) Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by any Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary. Notwithstanding anything to the contrary in this Indenture or the Notes, any conversion settled in accordance to this Section 13.11 need not be settled with newly issued shares of Common Stock and any reference in this Indenture or the Notes to a requirement that the Company issue shares of Common Stock in connection with such conversion will be deemed to be satisfied with the delivery of shares of Common Stock by the applicable Designated Institution in accordance with this Section 13.11. (b) If the any Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall, within the time period specified in Section 13.02(c), notify the Conversion Agent and the Holders surrendering their Notes and shall pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 13.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 13.11 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange. The Company may, but will not be obligated to, enter into a separate agreement with any Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by 15.02 and in respect of which the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 15.11, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Electionsuch election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(sInstitution of the Settlement Method (and, if applicable, the Specified Dollar Amount) of that Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) consideration due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration due upon conversion to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 15.02(e), pay and deliver cash and/or delivershares of Common Stock, as applicable in accordance with the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture provisions of Section 15.02 as if the Company had not made an exchange election. For the Exchange Election. (c) The avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 15.11 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount consideration agreed to by between the converting Holder and the such Designated Financial Institution(s) Institution (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of business on the Business Day following the relevant Conversion Consideration Date. Any Notes exchanged by the Designated Institution will remain outstanding, subject to be paid and/or delivered, as applicable procedures of the case may beDepositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay and/or delivershall, as within the case may betime period specified in Section 14.02(c), deliver the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything in this Indenture to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the Conversion DateDate (assuming for purposes of this Section 13.14 that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. . (b) In order to accept any such Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be (and cash in lieu of fractional shares) equal to the consideration due upon conversion pursuant to under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s13.01(a) (the “Conversion ConsiderationExchange Settlement Property”). If the Company makes an Exchange Election, the Company shall, by . (c) By the close of business on the Trading second Business Day immediately following the relevant Conversion Date, the Company must notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that it has directed the Company has made Financial Institution to make an exchange in lieu of conversion and the Financial Institution shall be required to notify the Conversion Agent whether it will deliver the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beSettlement Property upon exchange. (bd) If the Financial Institution accepts any such Notes, it shall deliver the Exchange Settlement Property to the Conversion Agent and the Conversion Agent shall deliver such Exchange Settlement Property to the applicable Holder no later than the third Business Day following the Conversion Date. Any Notes delivered to exchanged by the Designated Financial Institution(s) Institution shall remain outstandingOutstanding, subject to the applicable procedures of the Depositary. Applicable Procedures. (e) If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Considerationconsideration, or if such Designated the Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture deliver such conversion consideration as if the Company had not made the Exchange Election. (c) an exchange election. The Company’s designation of any Designated the Financial Institution(s) Institution to which the Notes may be submitted for exchange does not require such Designated the Financial Institution(s) Institution to accept any Notes. The Company shall not pay any consideration to, or otherwise enter into any agreement with, the financial institution designated as the Financial Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, the cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of the Common Stock or any combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”designated financial institution(s). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion in writing that the Company it has made the Exchange Election, Election and the Company shall promptly it will notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(sdesignated institution(s) shall remain outstanding, subject to the applicable procedures of the DepositaryDepositary procedures. If the Designated Financial Institution(sdesignated institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(sdesignated financial institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company it had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliver, be delivered on or prior to the first Trading Day immediately following the Conversion Date, such Notes Date to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Consideration and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, subject to notwithstanding the applicable procedures surrender thereof by the Holder of the Depositarysuch Notes. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as the case may be, the related Conversion Considerationshares of Common Stock or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first (1st) Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be (plus any cash in lieu of fractional shares) plus the Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first (1st) Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Physical Settlement Method with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration shares of Common Stock, any cash in lieu of fractional shares and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Interest Make-Whole Amount due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required shares of Common Stock, as any cash in lieu of fractional shares and the case may be, any cash and/or Common Stock in respect of the related Conversion ConsiderationInterest Make-Whole Amount due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required shares of Common Stock, as together with cash in lieu of any fractional shares, plus the case may be, Interest Make-Whole Amount due upon conversion to the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination thereof thereof, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beapplicable Cash Percentage. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of the Common Stock or a combination thereof of cash and shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)13.02. If the Company makes an Exchange Election, the Company it shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the such Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery payment or delivery, as the case may be, of the Conversion Consideration conversion consideration and the type of Conversion Consideration conversion consideration to be paid and/or or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Considerationconsideration due upon conversion, or if such Designated Financial Institution(sthe designated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and consideration due upon conversion to the converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sfinancial institution(s) to accept any Notes. The Company may, but will not be obligated to, pay any consideration to, or otherwise enter into any agreement with, the designated financial institution(s) for or with respect to such designation.

Exchange in Lieu of Conversion. (aA) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to delivercause, on or prior to the Trading Day immediately following the Conversion Date, such Notes to be delivered to one or more financial institutions designated by the Company in writing (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close Close of business Business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. The Company, the Holders surrendering Notes for conversion and the Conversion Agent shall cooperate with applicable procedures of the Depositary to cause such Notes to be delivered to the Designated Financial Institution. The Conversion Agent will be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election outside of the Conversion Agent’s control and will have no liability in respect of such Exchange Election. (bB) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to notwithstanding the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (cC) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes. So long as the Notes are eligible for book-entry settlement with the Depositary, the Company will comply with the applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) designated institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration and Consideration. (b) If the type of Conversion Consideration to be paid designated institution accepts any such Notes, it shall pay and/or delivereddeliver, as the case may be. (b) , the cash, shares of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent shall pay and/or deliver such cash and/or shares of Common Stock to such Holder on the third Business Day immediately following the relevant Conversion Date. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall designated institution will remain outstanding, subject to the applicable procedures of the DepositaryDTC procedures. If the Designated Financial Institution(s) agree(s) designated institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration, or if such Designated Financial Institution(s) designated institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, deliver the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) institution to accept any Notes. The Company may, but shall not be obligated to, enter into a separate agreement with any designated institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the second Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of the Common Stock or any combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”designated financial institution(s). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion in writing that the Company it has made the Exchange Election, Election and the Company shall promptly it will notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(sdesignated institution(s) shall remain outstanding, subject to the applicable procedures of the DepositaryDepositary procedures. If the Designated Financial Institution(sdesignated institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(sdesignated financial institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company it had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof Stock, together with a cash payment in lieu of delivering any fractional share, that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall designated institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, deliver the relevant Conversion Consideration, as, and at Consideration on the time, required pursuant to third Business Day immediately following the relevant Conversion Date in accordance with the terms of this Indenture as if the Company it had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) institution to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered. For the avoidance of doubt, as no failure of the case may beDesignated Financial Institution to deliver the Conversion Consideration shall limit the Holders’ right to convert the Notes pursuant to this Article 14. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the DepositaryDepositary in the case of Global Notes. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, deliver the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 4.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivereddelivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution(s) as set forth in this Section 4.11(a). Any Notes exchanged by any Designated Institution will remain outstanding, as subject to applicable procedures of the case may beDepositary. (b) Any Notes delivered to the If any Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 4.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 4.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 4.11 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct cause the Conversion Agent Notes to deliverbe delivered, on or prior to the close of business on the Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that it has made the Exchange Election, and the Company shall notify the designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company and the Conversion Agent shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of its control. Any Notes exchanged by the designated financial institution shall remain outstanding, notwithstanding the surrender of such Notes and will be subject to the Applicable Procedures. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the required cash, shares of Common Stock or a combination thereof due upon conversion, or if such designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, in writing and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct in writing the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of converted Notes and cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or deliveredrelevant Cash Percentage, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does does/do not timely pay and/or and deliver, as the case may be, the related Conversion ConsiderationConsideration to the Holder surrendering any such Note for conversion, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchangeexchange pursuant to this Section 14.12, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes (unless such Designated Financial Institution(s) has/have separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any Designated Financial Institution that would compensate the Company for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notwithstanding the surrender, any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes. The Company, the Conversion Agent and the Holders surrendering their Notes for conversion will cooperate to cause such Notes to be delivered to the Designated Financial Institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any Exchange Election and shall have no liability for any such Exchange Election made outside of its control.

Exchange in Lieu of Conversion. (aA) When Notwithstanding anything in this Supplemental Indenture, the Base Indenture or the Securities to the contrary, if a Holder surrenders its Notes any Security for conversion, the Company may, at its election (an “Exchange Election”)but is not obligated to, direct the Conversion Agent to deliversurrender, on or prior to the Trading second (2nd) Business Day immediately following the Conversion DateDate of such conversion, such Notes Security to one or more a financial institutions institution designated by the Company (eachwhich may not be an Affiliate of the Company; provided that, for purposes of this Section 10.14, an “Affiliate” shall include any Person with direct or indirect ownership of ten percent (10%) or more of the equity of the Company or the power to directly or indirectly vote more than ten percent (10%) of the securities having ordinary voting power for the election of directors of the Company) (a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes Securities surrendered for conversion, the Designated Financial Institution(s) such designated institution must agree to timely pay and/or deliver, as the case may be, in exchange for such NotesSecurities, the cash, shares of Common Stock or combination thereof that would otherwise be Conversion Consideration due upon such conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)in accordance with this Indenture. If the Company makes an Exchange Election, the Company shall, by By the close of business on the Trading second (2nd) Business Day immediately following the relevant such Conversion Date, the Company shall notify in writing such Holder, the Trustee, Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made directed the Exchange Electiondesignated financial institution to make an exchange in lieu of such conversion, and such financial institution shall be required to notify the Conversion Agent, no later than the close of business on the second (2nd) Business Day immediately following such Conversion Date, of the Settlement Method applicable to such conversion, which Settlement Method must comply with the terms of this Indenture. (B) In order to accept such Security surrendered for conversion, the Financial Institution must agree to deliver, in exchange for such Security, the Conversion Consideration due upon such conversion as prescribed by Section 10.02(A)(i) (it being understood that such Financial Institution shall be permitted to provide a Settlement Method Election Notice with respect to such conversion in accordance with Section 10.02(B), if the Company is permitted to provide such a Settlement Method Election Notice pursuant to Section 10.02(B)). (C) If such Financial Institution so accepts any such Security to be converted, then it shall deliver the Conversion Consideration due upon such conversion to the Conversion Agent, and the Company Conversion Agent shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of deliver such Conversion Consideration to be paid and/or deliveredthe applicable Holder, as in each case within the case may betime frames prescribed by Section 10.02(A)(ii). Each Security so exchanged by such designated institution shall remain outstanding. (bD) Any Notes delivered to the Designated If such Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes such Security for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Considerationconsideration, or if such Designated Financial Institution(s) Institution does not accept the Notes such Security for exchange, then the Company shall pay and/or deliver, as the case may besoon as practicable, the relevant applicable Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the Exchange Electionan exchange election. (cE) The Company shall not provide to the Financial Institution, directly or indirectly, any of such Conversion Consideration to be delivered by the Financial Institution in exchange for such Security. (F) In no event shall the Company’s designation of any Designated a Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 10.14 require such Designated Financial Institution(s) Institution to accept any NotesSecurities for exchange. The Company shall not be obligated to pay any consideration to, or otherwise enter into any agreement or arrangement with, a Financial Institution for or with respect to such designation pursuant to this Section 10.14.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything herein to the contrary, when a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)conversion, all as provided in this Article 14. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, (i) the Company shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and shall notify the designated financial institution(s) of the Settlement Method the Company shall promptly notify the Designated Financial Institution(s) of has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the cash, shares of Common Stock or combination thereof due upon conversion, and (ii) such designated financial institution(s) shall notify the Conversion Consideration Agent whether it will pay and/or deliver the consideration due upon conversion upon exchange. If the designated financial institution(s) accepts any such Notes, it (or they) shall pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent and the type Conversion Agent shall pay and/or deliver such cash, shares of Conversion Consideration Common Stock or combination thereof to be paid and/or delivered, as the case may be. (b) relevant Holder. Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the DepositaryApplicable Procedures. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the cash, as the case may be, the related Conversion Considerationshares of Common Stock or combination thereof due upon conversion, or if such Designated Financial Institution(sdesignated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliverdeliver the cash, as shares of Common Stock or combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, required pursuant to time and in the manner provided in this Indenture Article 14 as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(sa financial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sthe financial institution(s) to accept any Notes. The Company may, but is not obligated to, pay any consideration to, or otherwise enter into any agreement with, any designated financial institution(s) for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder of such Notes and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its any Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, the cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or a combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When If at any time when a Holder surrenders its Notes Securities for conversion prior to the Stated Maturity of the Securities the Company: (i) has designated a financial institution (a “Designated Institution”) to accept such Securities in exchange for cash and/or shares of Common Stock, equal to the consideration due upon conversion as provided in Section 9.03; and (ii) notifies the Holder surrendering such Securities for conversion by the second Trading Day after the Conversion Date, that it has directed the Designated Institution to make an exchange in lieu of conversion, then, notwithstanding anything in this Indenture to the contrary, the Company may, at its election (an “Exchange Election”), may direct the Conversion Agent to deliversurrender such Securities, on or prior to the Trading Day immediately following commencement of the Conversion Date, such Notes applicable Observation Period to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) Institution for exchange in lieu of conversion. In order to accept any Notes . (b) If the Designated Institution accepts Securities surrendered for conversionexchange, it shall notify the Designated Financial Institution(s) must agree to timely pay and/or Conversion Agent whether it shall deliver, as the case may beupon exchange, in exchange for such Notes, the all cash, all shares of Common Stock or a combination thereof that would otherwise be due upon conversion pursuant of cash and shares of Common Stock and shall deliver such cash and/or shares of Common Stock, as specified in Section 9.03 to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in Section 9.02(d), which delivery shall be deemed to satisfy the Company’s conversion obligations under this Article 9 with respect to such Holder. Any Securities so exchanged by such Designated Institution shall remain Outstanding for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beall purposes under this Indenture. (bc) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes Securities for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the Notes such Securities for exchange, the Company shall pay shall, within the time period specified in Section 9.02(d), convert such Securities into cash and/or delivershares of Common Stock, as in accordance with the case may be, the relevant Conversion Consideration, as, provisions of Section 9.02 and at the time, required pursuant to this Indenture as if the Company had not made the Exchange ElectionSection 9.03. (cd) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 9.13 require such Designated Financial Institution(s) financial institution to accept any NotesSecurities for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first (1st) Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares Ordinary Shares (plus any cash in lieu of Common Stock or combination thereof that would otherwise be fractional shares) plus the Interest Make-Whole Amount due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)13.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first (1st) Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Physical Settlement Method with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration Ordinary Shares, any cash in lieu of fractional shares and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Interest Make-Whole Amount due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required Ordinary Shares, as any cash in lieu of fractional shares and the case may be, any cash and/or Ordinary Shares in respect of the related Conversion ConsiderationInterest Make-Whole Amount due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required Ordinary Shares, as together with cash in lieu of any fractional shares, plus the case may be, Interest Make-Whole Amount due upon conversion to the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the first Scheduled Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of the Common Stock or a combination thereof of cash and shares of the Common Stock, as the case may be, that would otherwise be due upon conversion pursuant to as described under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company it shall, by the close of business on the Scheduled Trading Day immediately following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) that it has made such Exchange Election and the Holder surrendering Notes for conversion that the Company designated financial institution(s) has made the Exchange Election, agreed to make such exchange in lieu of conversion. A copy of such notice shall include wire instructions and the Company delivery instructions and shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of be delivered to the Conversion Consideration Agent and to the type of Conversion Consideration to be paid and/or delivered, as the case may bedesignated financial institution(s). (b) If the designated financial institution(s) accept(s) any such Notes, it will deliver the amount of cash, if any, and the number of shares of Common Stock, if any, due upon conversion of such Notes as described under Section 14.02 directly to the Holder of such Notes no later than 11:00 a.m., New York City time, on the date the Company would otherwise have been required to deliver such consideration. In the case of Notes held through the Depositary, (x) the designated financial institution(s) shall send an e-mail confirmation to the Conversion Agent once it has (i) wired such cash, if any, to the Holder, providing a Federal Reference Number, (ii) processed a transfer to such Holder of such number of shares of Common Stock, if any, and (y) the Conversion Agent shall then contact the Holder’s custodian with the Depositary to confirm their receipt of such cash, if any, and such number of shares of Common Stock, if any. Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Considerationconsideration due upon conversion, or if such Designated Financial Institution(sthe designated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and consideration due upon conversion to the converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) a designated financial institution must agree in writing to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock Stock, or a combination thereof of cash and shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) such designated financial institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) such designated financial institution of the Settlement Method election and relevant deadline for delivery of the Conversion Consideration consideration due upon conversion and the type of Conversion Consideration to be paid and/or delivered, as the case may be. The Company, the Holder surrendering the Notes for conversion, the designated financial institution and the Conversion Agent shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election. (b) Any Notes delivered to the Designated Financial Institution(s) a designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) such designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, Conversion Agent and the Holder surrendering their Notes for conversion and the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) financial institutions to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) financial institutions to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliversurrender, on or prior to the second Trading Day immediately following the related Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by and in respect of which the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)Company has notified converting Holders. If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the an Exchange Election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the settlement method the Company has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or combination thereof due upon conversion. Any Notes exchanged by the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beDesignated Institution will remain outstanding. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sInstitution accepts any Notes for exchange, it will pay and/or deliver the cash, shares of Common Stock or combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash, shares of Common Stock or combination thereof to the Holders of such Notes in accordance with the applicable provisions of Section 14.02. (c) agree(s) If the Designated Institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as shares of Common Stock or combination thereof due upon conversion to the case may be, the related Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or deliverdeliver the required cash, as shares of Common Stock or combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to this Indenture under the provisions of Section 14.02 as if the Company had not made the an Exchange Election. (cd) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange except pursuant to a separate agreement between the Company and such Designated Institution. The Company may, but has no obligation to, enter into such a separate agreement with any Designated Institution that provides for compensation to the Designated Institution pursuant to this Section 14.12.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, deliver in exchange for such Notes, the cash, shares of Common Stock or combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes any Note for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes Note to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such NotesNote, the cash, shares of Common Stock or combination thereof Conversion Consideration that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)this Article 5. If the Company makes To make an Exchange ElectionElection with respect to any Note, the Company shallmust, by the close Close of business Business on the Trading Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, of such Note and the Company shall promptly must notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or or delivered, as the case may be. (b) . Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall will remain outstanding, subject to the applicable procedures of the DepositaryDepositary Procedures, if applicable. If the Designated Financial Institution(s) agree(s) any financial institution agrees to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, then the Company shall will pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) exchange election. The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sfinancial institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof stock and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by 5.02 and in respect of which the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 5.11, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Electionsuch election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(sInstitution of the Settlement Method (and, if applicable, the Specified Dollar Amount) of that Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) consideration due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration due upon conversion to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay shall, within the time period specified in Section 5.02(e), convert such Notes into cash and/or delivershares of Common Stock, as applicable in accordance with the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 5.02. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof stock and/or cash that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by 15.02 and in respect of which the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)Company has notified converting Noteholders. If the Company makes an Exchange Electionthe election provided for in this Section 15.11, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion DateDate as part of its Settlement Notice, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder holder surrendering its Notes for conversion that the Company it has made the Exchange Electionsuch election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(sInstitution of the Settlement Method (and, if applicable, the Specified Dollar Amount) of that Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) consideration due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall Institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration due upon conversion to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay shall, within the time period specified in Section 15.02(e), convert such Notes into cash and/or delivershares of Common Stock, as applicable in accordance with the case may beprovisions of Section 15.02. For the avoidance of doubt, in no event will the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 15.11 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), in writing, that the Company it has made the an Exchange Election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) does do(es) not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) pursuant to which this Section 14.11 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof Ordinary Shares that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) 11.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture these Conditions as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliver, be delivered on or prior to the first Trading Day immediately following the Conversion Date, such Notes Date to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. The Company, the Holder surrendering its Notes for conversion, and the Conversion Consideration and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution, subject to Applicable Procedures, shall remain outstanding, subject to notwithstanding the applicable procedures surrender thereof by the Holder of the Depositarysuch Notes. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as the case may be, the related Conversion Considerationshares of Common Stock or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the second Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof ADSs that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) 13.02 (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be Class A Shares and/or cash due upon conversion pursuant to as set forth in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shallit will, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly will notify the Designated Financial Institution(s) designated financial institution of the Settlement Method the Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid Class A Shares and/or delivered, as the case may be. (b) cash due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) shall designated financial institution will remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay deliver the Class A Shares and/or deliver, as the case may be, the related Conversion Considerationcash due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes notes for exchange, the Company shall pay will deliver the Class A Shares and/or deliver, as cash due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to this Indenture herein as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange in lieu of conversion pursuant to this Section 14.13 does not require such Designated Financial Institution(s) the institution to accept any NotesNotes in exchange for the Class A Shares and/or cash. Any such exchange pursuant to this Section 14.13 shall be completed in accordance with the policies and procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated in writing by the Company to the Conversion Agent (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, the cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliverbe delivered, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the such Holder and the Designated Financial Institution(s) Institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shallwill, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly will notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration. The Company, the Holder surrendering the Notes for conversion, the Designated Institution and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as delivered to the case may beDesignated Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside its control. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall Institution will remain outstandingoutstanding notwithstanding the surrender of such Notes, and the exchange will be subject to the applicable procedures rules of the The Depository Trust Company (or any successor Depositary). If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Consideration, or if such the Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as notify the case may be, Conversion Agent and the Holder surrendering their Notes for conversion and the Company will deliver the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the an Exchange Election. (c) The Company’s designation of any a Designated Financial Institution(s) Institution to which the Notes may be submitted for exchange does not require such the Designated Financial Institution(s) Institution to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes Debentures for conversion, the Company may, at its election (an “Exchange Election”), may direct the Conversion Agent to deliversurrender, on or prior to the commencement of the applicable Observation Period, such Debentures to a financial institution designated by the Company for exchange in lieu of conversion (a “Designated Institution”). If the Company so elects, then by the close of business on the second Trading Day immediately following after the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “shall notify the Holder surrendering Debentures for conversion that it has directed the Designated Financial Institution”) for Institution to make an exchange in lieu of conversion. If such Designated Institution determines to accept the Debentures surrendered for conversion, it shall notify the Conversion Agent whether it shall deliver, upon exchange, all cash, all shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the provisions of Section 14.02. (b) In order to accept any Notes Debentures surrendered for conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such NotesDebentures, the all cash, shares of Common Stock or a combination thereof that would otherwise be of cash and share of Common Stock due upon conversion pursuant to in accordance with the provisions of Section 14.02 or such other amount agreed to by 14.02, at the Holder and sole option of the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, Institution and as is designated by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than to the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beCompany. (bc) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sInstitution accepts Debentures surrendered for exchange under this Section 14.13, it shall deliver such cash, shares of Common Stock or a combination of cash and share of Common Stock in accordance with the provisions of Section 14.02 to the Conversion Agent and the Conversion Agent shall deliver such cash and/or shares of Common Stock to the Holder, within the time period specified in Section 14.02(c), which delivery shall be deemed to satisfy the Company’s Conversion Obligation with respect to such Holder. Any Debentures so exchanged by such Designated Institution shall remain outstanding for all purposes under this Indenture. (d) agree(s) If the Designated Institution agrees to accept any Notes Debentures for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the Notes such Debentures for exchange, the Company shall pay convert such Debentures into cash and/or delivershares of Common Stock, as in accordance with the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (ce) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) a financial institution pursuant to which the Notes may be submitted for exchange does not this Section 14.13 require such Designated Financial Institution(s) financial institution to accept any NotesDebentures for exchange. (f) The Company shall not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”plus any cash in lieu of fractional shares). If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Physical Settlement Method with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration shares of Common Stock and the type any cash in lieu of Conversion Consideration to be paid and/or delivered, as the case may be. (b) fractional shares. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as deliver the case may be, the related Conversion Considerationrequired shares of Common Stock or any cash in lieu of fractional shares due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required shares of Common Stock, as together with cash in lieu of any fractional shares due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type cash, shares of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Common Stock or a combination thereof due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as the case may be, the related Conversion Considerationshares of Common Stock or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination thereof thereof, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) Institution (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beapplicable Cash Percentage. (b) Any Notes delivered to the Designated Financial Institution(s) Institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) Institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), deliver or direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an a “Conversion Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the close of business on the Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an a Conversion Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Conversion Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Settlement Method it has elected with respect to such conversion and the relevant deadline for payment and/or delivery of cash, shares of Common Stock or a combination thereof due upon conversion. Any Notes exchanged by the Conversion Consideration and designated financial institution shall remain outstanding. If the type designated financial institution accepts any such Notes, it shall deliver, in exchange for such Notes, the cash, shares of Conversion Consideration to be paid and/or deliveredCommon Stock or a combination thereof, as the case may be. (b) Any Notes delivered , due upon conversion directly to the Designated Financial Institution(s) shall remain outstanding, subject Holder of such Notes on the date the Company would have otherwise been required to the applicable procedures of the Depositarydeliver such consideration. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliverdeliver the required cash, as the case may be, the related Conversion Considerationshares of Common Stock or a combination thereof due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall pay and/or deliverdeliver the required cash, as shares of Common Stock or a combination thereof due upon conversion to the case may be, the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the a Conversion Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company to do so). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company it has made the Exchange Electionsuch election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and Consideration. Any Notes exchanged by the type Designated Institution will remain outstanding, subject to applicable procedures of Conversion Consideration to be paid and/or delivered, as the case may beDepositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay and/or delivershall, as within the case may betime period specified in Section 14.02(c), deliver the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 14.02 as if the Company it had not made the an Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election.. Table of Contents (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, outstanding and such exchange shall be subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent cause such Notes to deliverbe delivered, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock (or Reference Property, if applicable) or combination thereof of cash and shares of Common Stock (or Reference Property, if applicable), at the Company’s election, that would otherwise be due upon conversion pursuant to as set forth in Section 14.02 above or such other amount agreed to by the such Holder and the Designated Financial Institution(s) (and in respect of which the “Conversion Consideration”)Company has notified converting Holders. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the Trustee, Holder (with a copy to the Trustee and the Conversion Agent (if other than not the Trustee)) and the Holder surrendering Notes for conversion that the Company it has made the Exchange Electionsuch election. In addition, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration consideration due upon conversion. The Company, the Holder surrendering Notes for conversion, the Designated Institution and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivereddelivered to the Designated Institution and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting any exchange election and shall no liability for such exchange election outside of its control. Any Notes exchanged by the Designated Institution will remain outstanding notwithstanding the surrender of such Notes, as the case may beand will be subject to applicable Depositary procedures. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related consideration due upon conversion to the Conversion ConsiderationAgent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay and/or delivernotify the Conversion Agent and the Holders surrendering their Notes for conversion and the Company shall, as within the case may betime period specified in Section 14.02(c), the relevant Conversion Considerationconvert such Notes into cash, asshares of Common Stock (or Reference Property, if applicable) or combination of cash and shares of Common Stock, at the timeCompany’s election, required pursuant to this Indenture as if in accordance with the Company had not made the Exchange Electionprovisions ofSection 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When Notwithstanding anything to the contrary in this Article 5, and subject to the terms of this Section 5.08, if a Holder surrenders its Notes Note is submitted for conversion, the Company maymay elect to arrange to have such Note exchanged in lieu of conversion by a financial institution designated by the Company. To make such election, at its the Company must send written notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the Close of Business on the Business Day immediately following the Conversion Date for such Note. If the Company has made such election, then: (an “Exchange Election”)A) no later than the Business Day immediately following such Conversion Date, direct the Company must deliver (or cause the Conversion Agent to deliver) such Note, on or prior to the Trading Day immediately following together with delivery instructions for the Conversion DateConsideration due upon such conversion (including wire instructions, such Notes if applicable), to one or more a financial institutions institution designated by the Company that has agreed to deliver such Conversion Consideration (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the such Holder and such financial institution) in the Designated Financial Institution(s) (manner and at the “Conversion Consideration”). If time the Company makes an Exchange Electionwould have had to deliver the same pursuant to this Article 5; (B) if such Note is a Global Note, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, then (i) such designated institution will send written confirmation to the Conversion Agent promptly after wiring the cash Conversion Consideration (or such other cash amount agreed to by such Holder and such financial institution), if any, and delivering any other than the Trustee) Conversion Consideration (or such other consideration agreed to by such Holder and such financial institution), due to the Holder surrendering Notes for conversion of such Note; and (ii) the Conversion Agent will as soon as reasonably practicable thereafter contact such Holder’s custodian with the Depositary to confirm receipt of the same; and (C) such Note will not cease to be outstanding by reason of such exchange in lieu of conversion; provided, however, that if such financial institution does not accept such Note or fails to timely deliver such Conversion Consideration (or such other amount agreed to by such Holder and such financial institution), then the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline will be responsible for delivery of delivering the Conversion Consideration and otherwise due upon conversion in the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, manner and at the time, required pursuant to time provided in this Indenture Article 5 as if the Company had not made elected to make an exchange in lieu of conversion. The Conversion Agent will be entitled to conclusively rely upon the Exchange Election. (c) The Company’s designation instruction in connection with effecting such exchange election and will have no liability in respect of any Designated Financial Institution(s) to which the Notes may be submitted for such exchange does not require such Designated Financial Institution(s) to accept any Noteselection.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount consideration agreed to by the converting Holder and the Designated Financial Institution(s) Institution (such consideration, the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of business on the Business Day following the relevant Conversion Consideration Date. Any Notes exchanged by the Designated Institution will remain outstanding, subject to be paid and/or delivered, as applicable procedures of the case may beDepositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion ConsiderationConsideration to the Conversion Agent, or if such the Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall pay and/or delivershall, as within the case may betime period specified in Section 14.02(c), deliver the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on at or prior to 11:00 a.m. (New York City time) on the Trading first Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section as described in ‎Section 14.02 above or such other amount consideration agreed to by the converting Holder and the Designated Financial Institution(s) Institution (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business at or prior to 11:00 a.m. (New York City time) on the Trading first Business Day following the relevant Conversion Date, notify notify, in writing writing, the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the such Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as delivered (unless the case may be. (b) Any Notes delivered to form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution(s) shall Institution as set forth in this ‎Section 14.11). Any Notes exchanged by any Designated Institution will remain outstanding, subject to the applicable procedures of the Depositary. . (a) If the any Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall, within the time period specified in ‎Section 14.02(c), notify the Conversion Agent and the Holders surrendering their Notes and shall pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of ‎Section 14.02 as if the Company had not made the Exchange Election. (cb) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this ‎Section 14.11 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange. The Company may, but will not be obligated to, enter into a separate agreement with any Designated Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its the Company’s election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount consideration as agreed to by the Holder and between the Designated Financial Institution(s) and such Holder (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may becase, and the deadline for delivery of the Conversion Consideration. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does do(es) not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does do(es) not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture amount due upon conversion as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, outstanding and such exchange shall be subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture Consideration as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or and delivered, as the case may be. (b) Any Notwithstanding the surrender, any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes. The Company and the Conversion Agent will cooperate to cause such Notes to be delivered to the Designated Financial Institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any Exchange Election and shall have no liability for any such Exchange Election made outside of its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent cause such Notes to deliver, be delivered on or prior to the first Trading Day immediately following the Conversion Date, such Notes Date to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be Ordinary Shares due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for payment and/or delivery of the Conversion Consideration Consideration. The Company, the Holder surrendering its Notes for conversion, and the type of Conversion Consideration Agent shall cooperate to cause such Notes to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) financial institution, and the Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such Exchange Election and shall have no liability in respect of such Exchange Election outside its control. Any Notes exchanged by the designated financial institution(s), subject to Applicable Procedures, shall remain outstanding, subject to notwithstanding the applicable procedures surrender thereof by the Holder of the Depositarysuch Notes. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as deliver the case may be, the related required Conversion Consideration, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver, as deliver the case may be, required Conversion Consideration to the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction. The Company will comply and will cause the designated financial institution(s) to comply with the Applicable Procedures.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Class A Common Stock or a combination thereof of cash and shares of the Class A Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes (unless such Designated Financial Institution(s) has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any Designated Financial Institution that would compensate the Company for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of the Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConsideration. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), in writing that the Company it has made the an Exchange Election, and the Company shall promptly concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such the Designated Financial Institution(s) does do(es) not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture as if the Company had not made the Exchange Electionprovisions of Section 14.02. (c) The For the avoidance of doubt, in no event will the Company’s designation of any Designated Financial Institution(s) pursuant to which this Section 14.12 require the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender of, on or prior to the Scheduled Trading Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to, in exchange for such Notes, pay cash up to timely the aggregate principal amount of the Notes to be converted and pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock in respect of the remainder, if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of the Notes being converted that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to in accordance with ‎Section 14.02, as elected by the Holder and the Designated Financial Institution(s) Company (the “Conversion Exchange Consideration”). If the Company makes an Exchange Election, the Company shall, by By the close of business on the Scheduled Trading Day immediately following the relevant Conversion Date, the Company shall notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion in writing that the Company has made directed the designated financial institution to make an Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) in Lieu of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beConversion. (b) Any Notes delivered If the designated financial institution accepts any such Notes, it shall pay and, if applicable, deliver the Exchange Consideration to such Holder on the Designated Financial Institution(s) shall remain outstanding, subject to second Business Day immediately following the last VWAP Trading Day of the applicable procedures of the DepositaryObservation Period (or as otherwise provided under Section 14.07(a) or Section 14.03(b)). If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as or deliver the case may be, the related Conversion Consideration, Exchange Consideration or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall convert the Notes and pay and/or cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or a combination thereof in respect of the relevant remainder, if any, of its Conversion Consideration, as, and at Obligation in excess of the time, required pursuant to this Indenture aggregate principal amount of such Notes on the second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or as if the Company had not made the Exchange Electionotherwise provided under Section 14.07(a) or Section 14.03(b)) in accordance with ‎Section 14.02. (c) The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) the financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate the Company for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this ‎Section 14.12 shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary. (d) The Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any exchange election and shall have no liability for any such exchange election outside of its control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(sdesignated financial institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the amount of cash, shares or, following the Company’s receipt of Shareholder Approval, cash, Common Stock Shares or a combination thereof of cash and Common Shares, at the Company’s election, that would otherwise be due upon conversion pursuant to as described under Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company it shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the such Exchange Election, Election and the Company shall promptly notify the Designated Financial Institution(sdesignated financial institution(s) of the relevant deadline for delivery payment or delivery, as the case may be, of the Conversion Consideration conversion consideration and the type of Conversion Consideration conversion consideration to be paid and/or or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(sdesignated financial institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(sdesignated financial institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or or deliver, as the case may be, the related Conversion Considerationconversion consideration, or if such Designated Financial Institution(sdesignated financial institution(s) does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant consideration due in respect of the Conversion ConsiderationObligation, as, and at the time, required pursuant to this Indenture as if the Company had not made the an Exchange Election. So long as the Notes are eligible for book-entry settlement with the Depositary, the Company shall comply with the applicable procedures of the Depositary. (c) The Company’s designation of any Designated Financial Institution(sfinancial institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(sinstitution(s) to accept any Notes. The Company may, but will not be obligated to, pay any consideration to, or otherwise enter into any agreement with, the designated financial institution(s) for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election (and subject to the consent of the converting Holder if the Settlement Method is other than Physical Settlement), that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the TrusteeHolder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion ), that the Company it has made the Exchange Electionsuch election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivereddelivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as set forth in this Section 14.12). Any Notes exchanged by any Designated Institution will remain outstanding, as subject to applicable procedures of the case may beDepositary. (b) Any Notes delivered to the If any Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, the cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination thereof in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may beapplicable Cash Percentage. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or and deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or and deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When The Company shall have the option, exercisable at any time or from time to time, by an instrument in writing signed by the Company and provided to the Conversion Agent, to designate a financial institution, or change the existing designation of the financial institution, to which Notes surrendered by a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct conversion will be initially offered by the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, behalf of a “Designated Financial Institution”) Holder for exchange in lieu of conversionconversion (the “Exchange Party”). In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Exchange Party must agree to timely pay and/or deliver, as the case may be, deliver in exchange for such Notes, a number of full shares of Common Stock issuable on conversion thereof based on the cashapplicable Conversion Rate, plus cash for any fractional shares, or cash or a combination of cash and Common Stock in lieu thereof in the form that would otherwise have been deliverable by the Company under this Article IX. If the Exchange Party accepts any Notes for conversion, it will deliver to the Conversion Agent, and the Conversion Agent will deliver to converting Holders, the shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant other consideration payable with respect to Section 14.02 or such other amount agreed to by Notes. In the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion event that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Party agrees to accept any Notes for exchange conversion but does not timely pay and/or deliverfails to deliver the consideration for the converted Notes by the second Business Day following the determination of the Applicable Stock Price, the Notes will be converted by the Company in accordance with this Article IX and the Company will, as promptly as practical thereafter, but not later than three Business Days following the case may bedetermination of the Applicable Stock Price, deliver to the related Conversion Consideration, Holder shares of Common Stock (together with any cash payment in lieu of fractional shares) or if such Designated Financial Institution(s) does not accept cash or a combination of cash and shares of Common Stock in accordance with Section 9.3. Any Notes exchanged by the Notes for exchange, Exchange Party shall remain outstanding. The designation by the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the of an Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange Party does not require such Designated Financial Institution(s) Exchange Party to accept any NotesNotes for conversion. If the Exchange Party declines to accept any Notes surrendered for conversion, the Company will convert the Notes on the terms provided in this Indenture. The Company will not pay any consideration to, or otherwise enter into any arrangement with, the Exchange Party for or with respect to such designation.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its any Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”)election, direct the Conversion Agent to deliverdirect, on or prior to the Trading Business Day immediately following the relevant Conversion Date, the Conversion Agent to cause the surrender of such Notes (subject to the applicable procedures of the Depositary and the procedures set forth in this Indenture) to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversionconversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), that it has made such election (and include in such notice to the Trustee and the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that contact information of the Company has made the Exchange ElectionDesignated Institution), and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered. Any Notes exchanged by any Designated Institution will remain outstanding, as subject to applicable procedures of the case may beDepositary. (b) Any Notes delivered to the If any Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion ConsiderationConsideration to the Conversion Agent, or if such Designated Financial Institution(s) Institution does not accept the such Notes for exchange, the Company shall shall, within the time period specified in Section 14.02(c), pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at Consideration in accordance with the time, required pursuant to this Indenture provisions of Section 14.02 as if the Company had not made the Exchange Election. (c) The For the avoidance of doubt, in no event will the Company’s designation of any a Designated Financial Institution(s) Institution pursuant to which the Notes may be submitted for exchange does not this Section 14.12 require such Designated Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders In lieu of its Notes for conversionobligations pursuant to Section 13.02, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent in writing to deliversurrender, on or prior to the Trading Business Day immediately following the Conversion Date, such Notes surrendered by a Holder for conversion to one or more a financial institutions institution (the “Financial Institution”) designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, Notes the shares of Common Stock or combination thereof that would otherwise be and/or cash due upon conversion pursuant to in accordance with Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)13.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading a Business Day following the relevant Conversion Date, the Company will notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company it has made the Exchange Election, Election and the Company shall promptly will notify the Designated Financial Institution(s) Institution of the settlement method the Company has elected with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and consideration due upon conversion. Any Notes exchanged by the type Financial Institution shall remain outstanding. If the Financial Institution accepts any such Notes, it shall deliver the shares of Conversion Consideration to be paid Common Stock and/or deliveredcash due upon conversion, as the case may be. (b) Any Notes delivered , to the Designated Financial Institution(s) Conversion Agent and the Conversion Agent shall remain outstandingdeliver such shares of Common Stock and/or cash due upon conversion, subject as the case may be, to the applicable procedures of the DepositaryHolder who has surrendered such Notes for conversion. If the Designated Financial Institution(s) agree(s) Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, deliver the related Conversion Considerationconsideration, or if such Designated the Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, deliver the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture consideration as provided in Section 13.02 as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated a Financial Institution(s) Institution to which the Notes may be submitted for exchange does not require such Designated the Financial Institution(s) Institution to accept any NotesNotes for exchange.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the first Trading Day immediately following the Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to as described in Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”)14.02. If the Company makes an Exchange Election, the Company shall, by the close of business on the first Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company it has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) designated financial institution of the Physical Settlement Method it with respect to such conversion and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type shares of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Common Stock due upon conversion. Any Notes delivered to exchanged by the Designated Financial Institution(s) designated financial institution shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver, as deliver the case may be, the related Conversion Considerationrequired shares of Common Stock due upon conversion, or if such Designated Financial Institution(s) designated financial institution does not accept the Notes for exchange, the Company shall notify in writing the Trustee, the Conversion Agent and the Holder surrendering its Notes for conversion, and pay and/or deliver, as deliver the case may be, required shares of Common Stock due upon conversion to the relevant Conversion Consideration, as, and converting Holder at the time, time and in the manner required pursuant to under this Indenture as if the Company had not made the an Exchange Election. (c) . The Company’s designation of any Designated Financial Institution(s) a financial institution to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) that financial institution to accept any NotesNotes (unless the financial institution has separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliversurrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or the combination thereof thereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to exchanged by the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchange, the Company shall pay and/or or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cashcash and, if applicable, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct in writing the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or and, if applicable, deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of converted Notes and cash, shares of Common Stock or a combination thereof of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering its Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or deliveredrelevant Cash Percentage, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does does/do not timely pay and/or deliverand, as the case may beif applicable, deliver the related Conversion ConsiderationConsideration to the Holder surrendering any such Note for conversion, or if such Designated Financial Institution(s) Institution does not accept the Notes for exchangeexchange pursuant to this Section 14.12, the Company shall pay and/or deliverand, as the case may beif applicable, deliver the relevant Conversion Consideration, Consideration as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any NotesNotes (unless such Designated Financial Institution(s) has/have separately made an agreement with the Company). The Company may, but shall not be obligated to, enter into a separate agreement with any Designated Financial Institution that would compensate the Company for any such transaction.