Common use of Exchange Procedure; Settlement Upon Exchange Clause in Contracts

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.02, Section 14.03, Section 14.07(a) and Section 14.14, upon exchange of any Note, the Company shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following the applicable exchange of the Notes, in respect of each $1,000 principal amount of Notes being exchanged, shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) as set forth in this Section 14.02 (the shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (the “Settlement Amount”) shall be the number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount of Notes being exchanged equal to the product of (x) the applicable number of Additional Shares and (y) the arithmetic average of the Daily VWAPs for the ten (10) Trading Days immediately preceding the Exchange Date.

Exchange Procedure; Settlement Upon Exchange. (a) Subject to this Section 14.0215.02, Section 14.03, Section 14.07(a15.03(b) and Section 14.1415.07(a), upon exchange of any Note, the Company shall deliver, in respect of each $1,000 principal amount of Notes being exchanged, one fully paid ERPS, with each such ERPS being allotted at a price equal to a paid-up value of $1,000. Pursuant to the terms set forth in the Articles and the Deed Poll, upon issuance, the Company shall procure that each ERPS shall, on and as of the relevant Exchange Date, be immediately transferred from the exchanging Holder to the Guarantor, without any further action on the part of, and without any cost or expense to, the exchanging Holder or the Trustee. In exchange for each ERPS, the Guarantor shall pay or deliver, as the case may be, to the exchanging Holder no later than two (2) Business Days following or in the applicable exchange case of the Notesdelivery of Common Stock to such Holder’s nominee or nominees as named in a Notice of Exchange (as defined below)), in respect of each $1,000 principal amount paid-up value of Notes ERPSs being exchanged, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, due in connection with the Company’s election to settle Additional Shares due under Section 14.14 in cash or in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 15.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 15.02(j) (“Combination Settlement”), at its election, as set forth in this Section 14.02 (15.02. All reference in this Indenture to the shares of Common Stock and cash the Company shall pay and/or deliver, as the case may be, in respect of any exchange of Notes (will be deemed to include both the “Settlement Amount”) shall be conversion of the number of shares of Common Stock equal to the Exchange Rate in effect on the Exchange Date (plus cash in lieu of any fractional share of Common Stock issuable upon exchange). The Company shall use the Physical Settlement Method for all exchanges other than a Mandatory Exchanges pursuant to Section 14.03. Notwithstanding the foregoing, if the Company elects to settle Additional Shares due under Section 14.14 in cash, it shall pay the exchanging Holder an amount of cash per each $1,000 principal amount of Notes being exchanged equal to the product of (x) into the applicable number of Additional Shares ERPSs and (y) the arithmetic average immediate transfer of such ERPSs to the Daily VWAPs Guarantor on the relevant Exchange Date in exchange for cash, Common Stock or a combination thereof. The procedures governing the ten (10) Trading Days immediately preceding transfer and exchange of each issued and allotted ERPS shall be governed by the Exchange DateArticles and the Deed Poll.