Common use of Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes Clause in Contracts

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax RedemptionChange, as the case may be, then the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice Conversion Date of Conversion is received by such conversion occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, to, and including, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A For the avoidance of doubt, upon conversion of Notes in connection with a Make-Whole Fundamental Change as provided in the preceding paragraph, the Company shall deliver shares of Common Stock, including the Additional Shares, in accordance with Section 13.02, subject to the provisions set forth in Section 13.07. If the consideration for Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, then for any conversion of Notes with a Conversion Date on or after the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice an amount of Conversion is received by cash per $1,000 principal amount of converted Notes equal to the Conversion Agent fromRate (including any adjustment for Additional Shares), and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Datemultiplied by such Stock Price. The Company shall provide written notification to notify the Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. The Company shall pay to the converting Holder accrued and unpaid interest to, but not including, the Conversion Date (unless the Conversion Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder of record on such Regular Record Date and the consideration due upon conversion will not include accrued and unpaid interest to, but not including, the Conversion Date). A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if (x) in the relevant Notice case of a Make-Whole Fundamental Change pursuant to clause (i) of the definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion ; and (y) in the case of Notes shall be deemed for these purposes a Make-Whole Fundamental Change pursuant to be “in connection with” a Tax Redemption if clause (ii) of the relevant Notice of definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the date the Company delivers a Tax sends the Redemption Notice for the related redemption to, and including, the second Business Day immediately prior to before the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date. The , such later date on which the Company shall provide written notification to Holders and pays the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective DateRedemption Price).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A Notwithstanding anything in this Indenture to the contrary, in the event that a conversion of Notes may be deemed to be both “in connection with” a Make-Whole Fundamental Change and “in connection with” an Optional Redemption, such conversion shall be deemed for these purposes only to be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change Change; in such instance the Holder thereof shall only be entitled to an increase in the Conversion Rate by the Additional Shares and issue a press release announcing such Effective Date no later than five Business Days after such Effective shall not also be entitled to the payment of the Interest Make-Whole Amount and accrued and unpaid interest to the Conversion Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described provided below, increase the Conversion Rate for the Notes so surrendered for applicable to such conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described provided below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Make-Whole Fundamental Change if (i) in the relevant Notice case of a Make-Whole Fundamental Change pursuant to clause (a) of the definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an Exempted Fundamental Change or a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereofMajority Ownership Exception, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion ; and (ii) in the case of Notes shall be deemed for these purposes a Make-Whole Fundamental Change pursuant to be “in connection with” a Tax Redemption if clause (b) of the relevant Notice of definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the date the Company delivers a Tax sends the related Notice of Optional Redemption Notice to, and including, the second Business Day immediately prior to before the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date. The , such later date on which the Company shall provide written notification pays the Redemption Price); provided, however, that if the Company sends a Notice of Optional Redemption to Holders and the Trustee call less than all of the Effective Date of any Notes then Outstanding for redemption, then (x) a Make-Whole Fundamental Change will be deemed to occur on account of such Notice of Optional Redemption only with respect to the Notes called for such redemption, and issue a press release announcing not with respect to the Notes not called for such Effective Date redemption; and (y) no later than five Business Days after such Effective DateNotes that are not called for such redemption will be deemed to be converted “in connection with” such Make-Whole Fundamental Change.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (aA) If Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article VIII, at any time during the period (i) a the “Make-Whole Fundamental Change occurs Conversion Period”) that begins on, and includes, the date that is thirty (30) calendar days prior to the Maturity Date or (ii) date originally announced by the Company delivers a Tax Redemption Notice and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case anticipated effective date of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (which anticipated effective date the proviso Company shall disclose, in clause (bgood faith, in the written notice and public announcement referred to in Section 8.15(D) of the definition thereofhereof) and ends on, and includes, the 35th Trading Day immediately following date that is forty (40) Business Days after the Effective Date actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change). A conversion of Notes , the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be deemed increased to an amount equal to the Conversion Rate that would, but for these purposes this Section 8.15, otherwise apply to be “in connection with” a Tax Redemption such Security pursuant to this Article VIII, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if the relevant Notice of Conversion such Make-Whole Fundamental Change is received announced by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Datebut shall not be consummated. The Company shall provide written notification to Holders and the Trustee of the Effective Date additional consideration payable hereunder on account of any Make-Whole Fundamental Change Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the “Make-Whole Consideration.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security shall be based on the Cash Settlement Averaging Period and issue Volume-Weighted Average Prices applicable to such conversion pursuant to Section 8.02 hereof. The Make-Whole Consideration due upon a press release announcing conversion of a Security by a Holder shall be paid as soon as practicable, but in no event later than third Business Day after the later of (1) the date such Holder surrenders such Security for such conversion; (2) the last Trading Day in the Cash Settlement Averaging Period applicable to such conversion; and (3) the Effective Date no later than five Business Days after such Effective Dateof the applicable Make-Whole Fundamental Change.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (ix) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (iiy) the Company delivers gives a Tax Redemption Notice with respect to any or all of the Notes in accordance with Section 16.02 and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax RedemptionRedemption Notice, as the case may beapplicable, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption Notice if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date of the Redemption Notice until the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date.(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii) or Redemption Notice pursuant to Section 14.01(b)(v), the Company delivers shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02; provided, however, that if, at the effective time of a Tax Redemption Notice toMake-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and includingshall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be paid to Holders in cash on the second Business Day immediately prior to following the related Tax Redemption Conversion Date. The Company shall provide written notification to notify the Holders of Notes, the Trustee and the Trustee Conversion Agent (if other than the Trustee) in writing of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A ) (such period, the “Make-Whole Fundamental Change Period”).(b)Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed for these purposes to be “an amount of cash per $1,000 amount of principal and accrued and unpaid interest (or if a PIK Payment has been made, in connection with” a Tax Redemption if the relevant Notice minimum denominations of Conversion is received by $1.00 and any integral multiple of $1.00 in excess thereof) on converted Notes equal to the Conversion Agent fromRate (including any increase to reflect the Additional Shares), and includingmultiplied by such Stock Price. In such event, the date the Company delivers a Tax Redemption Notice to, Conversion Obligation shall be determined and including, paid to Holders in cash on the second Business Day immediately prior to following the related Tax Redemption Conversion Date. The Company shall provide written notification to Holders notify in writing the Holders, the Trustee and the Trustee Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. 5 NTD: To be confirmed how this would work in practice for book-entry notes held through DTC and how this would work for Physical Notes, including if it would have to be endorsed by the surrendering holder so that financial institution could have it re-registered in its name.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if (x) in the relevant Notice case of Make-Whole Fundamental Change pursuant to clause (i) of the definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion ; and (y) in the case of Notes shall be deemed for these purposes a Make-Whole Fundamental Change pursuant to be “in connection with” a Tax Redemption if clause (ii) of the relevant Notice of definition thereof, the applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the date the Company delivers a Tax sends the Redemption Notice for the related redemption to, and including, the second Business Day immediately prior to before the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date. The , such later date on which the Company shall provide written notification to Holders and pays the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective DateRedemption Price).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs Common Shares (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall will be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice of Conversion of the Notes is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day Date immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Make-Whole Fundamental Change occurring pursuant to clause (a) of the definition thereof if the relevant Notice of applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of (x) a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause Majority Ownership Exception or (by) of the definition thereofa Par Excess Cash Merger, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall will be deemed for these purposes to be “in connection with” a Tax Redemption Make-Whole Fundamental Change occurring pursuant to clause (b) of the definition thereof if the relevant Notice of applicable Conversion is received by Date occurs during the Conversion Agent period (the “Redemption Period”) from, and including, the date the Company delivers a Tax Redemption Notice Date for the related Redemption to, and including, the second Business Day immediately prior to before the related Tax Redemption Date. The Company shall provide written notification Notwithstanding anything to Holders and the Trustee contrary in this Section 13.03(a), if the Conversion Date for the conversion of a Note occurs “in connection with” both a Make-Whole Fundamental Change occurring pursuant to clause (a) of the Effective Date definition of any Make-Whole Fundamental Change and issue a press release announcing Make-Whole Fundamental Change occurring pursuant to clause (b) of such definition, then, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely “in connection with” the Make-Whole Fundamental Change with the earlier Effective Date; and (y) the Make-Whole Fundamental Change with the later Effective Date no later than five Business Days after such Effective Datewill be deemed not to have occurred.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if (i) in the case of a Make-Whole Fundamental Change pursuant to clause (a) of the definition thereof, the relevant Notice of Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion ) and (ii) in the case of a Make-Whole Fundamental Change pursuant to clause (b) of the definition thereof, the applicable Conversion Date occurs during the period from and including the date the applicable Notice of Redemption was sent to close of business on the date that is the later of (1) the Business Day immediately preceding the related Redemption Date and (2) if the Company fails to pay the Redemption Price on the Redemption Date as specified in such Notice of Redemption, such later date on which the Redemption Price is paid; provided, however, that if the Company sends a Notice of Redemption to call less than all of the Notes shall then Outstanding for redemption, then (x) a Make-Whole Fundamental Change will be deemed to occur on account of such Notice of Redemption only with respect to the Notes called for these purposes such redemption, and not with respect to the Notes not called for such redemption; and (y) no such Notes that are not called for such redemption will be deemed to be converted “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any such Make-Whole Fundamental Change (each such period, in each of clauses (i) and issue (ii) above, a press release announcing such Effective Date no later than five Business Days after such Effective Date“Make-Whole Fundamental Change Period”).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “"Additional ADSs”Shares"), as described below. A conversion of Notes shall be deemed for these purposes to be “"in connection with” " such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for subclause (i) of the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change pursuant to Section 14.01(b)(iii), the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice an amount of Conversion is received by cash per $1,000 principal amount of converted Notes equal to the Conversion Agent fromRate (including any adjustment for Additional Shares), and includingmultiplied by such Stock Price. In such event, the date Conversion Obligation shall be determined and paid to Holders in cash on the Company delivers a Tax Redemption Notice to, and including, the second third Business Day immediately prior to following the related Tax Redemption Conversion Date. The Company shall provide written notification to notify the Holders and the Trustee of Notes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date. The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the "Effective Date") and the price (the "Stock Price") paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five consecutive Trading Day period. The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04. The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Effective Date set forth below: 58 Stock Price Effective Date $12.01 $13.00 $14.00 $15.00 $16.21 $18.00 $20.00 $25.00 $30.00 $35.00 $40.00 $50.00 $60.00 August 13, 2013 21.5869 19.3188 16.6042 14.3756 12.1768 9.6878 7.6467 4.5467 2.9245 1.9933 1.4180 0.7833 0.4633 August 1, 2014 21.5869 19.0084 16.1572 13.8294 11.5559 9.0113 6.9559 3.9315 2.4221 1.5931 1.1002 0.5783 0.3249 August 1, 2015 21.5869 18.4890 15.4575 13.0114 10.6449 8.0442 5.9994 3.1275 1.8024 1.1261 0.7493 0.3758 0.2030 August 1, 2016 21.5869 17.6647 14.3864 11.7757 9.2990 6.6553 4.6628 2.0941 1.0684 0.6142 0.3892 0.1869 0.0959 August 1, 2017 21.5869 16.3335 12.6239 9.7394 7.1016 4.4594 2.6625 0.7893 0.2865 0.1360 0.0796 0.0325 0.0076 August 1, 2018 21.5869 15.2461 9.7516 4.9897 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table above, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; if the Stock Price is greater than $60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and if the Stock Price is less than $12.01 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 83.2639 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04. Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in subclause (A) of clause (b) of the definition thereofof Fundamental Change, the 35th earlier of (x) 35 Trading Day Days immediately following the Effective Date of such Make-Whole Fundamental ChangeChange and (y) the close of business on the Scheduled Trading Day immediately preceding the Maturity Date) a “Make-Whole Fundamental Change Period”). A conversion of Notes ; provided, however, that notwithstanding anything in this Indenture to the contrary, that no Additional Shares shall be deemed for these purposes issuable pursuant to this Section 14.03 to the extent that any Conversion Date occurring during a Make-Whole Fundamental Change Period is with respect to a Note or portion thereof with respect to which a Notice of Redemption has been issued pursuant to Section 16 and such Conversion Date occurs prior to the applicable Redemption Conversion Deadline, and any such conversion shall not be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing (and, instead, the converting Holder shall be entitled to receive any applicable Redemption Make-Whole Consideration in connection such Effective Date no later than five Business Days after such Effective Dateconversion pursuant to Section 16.02).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (aA) If Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article VIII, at any time during the period (i) a the “Make-Whole Fundamental Change occurs prior to the Maturity Date or (iiConversion Period”) the Company delivers a Tax Redemption Notice andthat begins on, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beand includes, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case effective date of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereofand ends on, and includes, the 35th Trading Day immediately following date that is forty (40) Business Days after the Effective Date actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change). A conversion of Notes , the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be deemed increased to an amount equal to the Conversion Rate that would, but for these purposes this Section 8.15, otherwise apply to be “in connection with” a Tax Redemption such Security pursuant to this Article VIII, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if the relevant Notice of Conversion such Make-Whole Fundamental Change is received announced by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Datebut shall not be consummated. The Company shall provide written notification to Holders and the Trustee of the Effective Date additional consideration payable hereunder on account of any Make-Whole Fundamental Change Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the “Make-Whole Consideration.” For avoidance of doubt, the amount of the Make-Whole Consideration due upon the conversion of a Security shall be based on the Cash Settlement Averaging Period and issue Volume-Weighted Average Prices applicable to such conversion pursuant to Section 8.02 hereof. The Make-Whole Consideration due upon a press release announcing conversion of a Security by a Holder shall be paid as soon as practicable, but in no event later than third Business Day after the later of (1) the date such Holder surrenders such Security for such conversion; (2) the last Trading Day in the Cash Settlement Averaging Period applicable to such conversion; and (3) the Effective Date no later than five Business Days after such Effective Dateof the applicable Make-Whole Fundamental Change.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date June 1, 2021, or (ii) the Company delivers calls the Notes for redemption pursuant to Section 16.01(b) of this Indenture with a Tax Redemption Notice andDate prior to June 1, in each case2021, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or in connection with such Tax Redemptionredemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption redemption under Section 16.01(b) if the relevant Conversion Notice of Conversion is received by the Conversion Agent during the period from, and including, the date of the Company delivers a Tax Redemption Notice to, and including, prior to the second Business close of business on the third Scheduled Trading Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification Notwithstanding anything to Holders and the Trustee of contrary in this Indenture or the Effective Date of any Notes, in the event that a conversion may be deemed to be both “in connection with” a Make-Whole Fundamental Change and issue “in connection with” a press release announcing redemption pursuant to Section 16.01(b), such Effective Date no later than five Business Days after such Effective Dateconversion will be deemed to be “in connection with” a Make-Whole Fundamental Change and not “in connection with” a redemption pursuant to Section 16.01(b).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (ix) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date June 15, 2025 or (iiy) the Company delivers gives a Tax Redemption Notice with respect to any or all of the Notes in accordance with Section 16.02 prior to June 15, 2025 and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beRedemption Notice, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption Notice if the relevant Notice of Conversion is received by the Company and the Conversion Agent from, and including, the date of the Company delivers a Tax Redemption Notice to, and including, until the second Business close of business on the Scheduled Trading Day immediately prior to preceding the related Tax Redemption Date. The Company For the avoidance of doubt, in the case of any conversion of a Global Note, the conversion of such Global Note in compliance with the applicable procedures of the Depositary in effect at that time pursuant to ‎Section 14.02(b)(i) shall provide written notification constitute delivery of the relevant Notice of Conversion to Holders the Conversion Agent and the Trustee Company for purposes of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Datetwo immediately preceding sentences.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Make-Whole Fundamental Change occurring pursuant to clause (a) of the definition thereof if the relevant Notice of applicable Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of (x) a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause Majority Ownership Exception or (by) of the definition thereofa Par Excess Cash Merger, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall will be deemed for these purposes to be “in connection with” a Tax Redemption Make-Whole Fundamental Change occurring pursuant to clause (b) of the definition thereof if the relevant Notice of applicable Conversion is received by Date occurs during the Conversion Agent period (the “Redemption Period”) from, and including, the date the Company delivers a Tax sends the Redemption Notice for the related Redemption to, and including, the second Business Day immediately prior to before the related Tax Redemption Date. The Company shall provide written notification Notwithstanding anything to Holders and the Trustee contrary in this Section 13.03(a), if the Conversion Date for the conversion of a Note occurs “in connection with” both a Make-Whole Fundamental Change occurring pursuant to clause (a) of the Effective Date definition of any Make-Whole Fundamental Change and issue a press release announcing Make-Whole Fundamental Change occurring pursuant to clause (b) of such definition, then, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely “in connection with” the Make-Whole Fundamental Change with the earlier Effective Date; and (y) the Make-Whole Fundamental Change with the later Effective Date no later than five Business Days after such Effective Datewill be deemed not to have occurred.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (aa)(i) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and (b) a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beRedemption Notice, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall will be deemed for these purposes to be “in connection withwith such Redemption Notice” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent during the period from, and including, the date the Company delivers a Tax Redemption Notice Date to, and including, the second close of business on the Business Day immediately prior to preceding the related Tax Redemption Date. The Company shall provide written notification to Holders and Date (the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date“Redemption Period”).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (aA) If Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with this Article X, at any time during the period (i) a the “Make-Whole Fundamental Change occurs Conversion Period”) that begins on, and includes, the date that is thirty (30) calendar days prior to the Maturity Date or (ii) date originally announced by the Company delivers a Tax Redemption Notice and, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case anticipated effective date of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (which anticipated effective date the proviso Company shall disclose, in clause (bgood faith, in the written notice, public announcement and publication referred to in Section 10.15(D)) of the definition thereofand ends on, and includes, the 35th Trading Day immediately following date that is forty (40) Business Days after the Effective Date actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change). A conversion of Notes , the Fundamental Change Repurchase Date applicable to such Fundamental Change) shall be deemed increased to an amount equal to the Conversion Rate that would, but for these purposes this Section 10.15, otherwise apply to be “in connection with” a Tax Redemption such Security pursuant to this Article X, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if the relevant Notice of Conversion such Make-Whole Fundamental Change is received announced by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Datebut shall not be consummated. The Company shall provide written notification to Holders and the Trustee of the Effective Date additional consideration payable hereunder on account of any Make-Whole Fundamental Change Applicable Increase with respect to a Security surrendered for conversion is herein referred to as the “Make-Whole Consideration.” The Make-Whole Consideration due upon a conversion of a Security by a Holder shall be paid as soon as practicable after the Conversion Date of such conversion, but in no event later than the third (3rd) Business Day after the later of (1) the date such Holder surrenders such Security for such conversion; and issue a press release announcing such (2) the Effective Date no later than five Business Days after such Effective Dateof the applicable Make-Whole Fundamental Change.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if (i) in the case of a Make-Whole Fundamental Change pursuant to clause (a) of the definition thereof, the relevant Notice of Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in subclause (A) of clause (b) of the definition thereofof Fundamental Change, the 35th earlier of (x) 35 Trading Day Days immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion Change and (y) the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date) and (ii) in the case of a Make-Whole Fundamental Change pursuant to clause (b) of the definition thereof, the applicable Conversion Date occurs during the period from and including the date the applicable Notice of Redemption was sent to close of business on the date that is the later of (1) the Business Day immediately preceding the related Redemption Date and (2) if the Company fails to pay the Redemption Price on the Redemption Date as specified in such Notice of Redemption, the close of business on the Business Day immediately preceding such later date on which the Redemption Price is paid; provided that if the Company sends a Notice of Redemption to call less than all of the Notes shall then Outstanding for redemption, then (x) a Make-Whole Fundamental Change will be deemed to occur on account of such Notice of Redemption only with respect to the Notes called for these purposes such redemption, and not with respect to the Notes not called for such redemption; and (y) no such Notes that are not called for such redemption will be deemed to be converted “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any such Make-Whole Fundamental Change (each such period, in each of clauses (i) and issue (ii) above, a press release announcing such Effective Date no later than five Business Days after such Effective Date“Make-Whole Fundamental Change Period”).

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change (i) in the case of a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion ) and (ii) in the case of Notes shall be deemed for these purposes a Make-Whole Fundamental Change pursuant to be “in connection with” a Tax Redemption clause (B) of the definition thereof, if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice Date for the related redemption to, and including, the second Business Day immediately prior to before the related Tax Redemption Date. The Company shall provide written notification to Holders and ; provided, however, that if the Trustee Conversion Date for the conversion of the Effective Date of any a Note that has been called for redemption is “in connection with” both a Make-Whole Fundamental Change occurring pursuant to clause (A) of the definition of “Make-Whole Fundamental Change” and issue a press release announcing Make-Whole Fundamental Change resulting from such Redemption pursuant to clause (B) of such definition, then, notwithstanding anything to the contrary in this Section 14.03, solely for purposes of such conversion, (x) such Conversion Date will be deemed to occur solely “in connection with” the Make-Whole Fundamental Change with the earlier Effective Date; and (y) the Make-Whole Fundamental Change with the later Effective Date no later than five Business Days after such Effective Datewill be deemed not to have occurred.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) Notwithstanding anything herein to the contrary, if the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice andDate, in each case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may be, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so applicable to each Note that is surrendered for conversion by a number of additional ADSs (the “Additional ADSs”)conversion, as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent accordance with this Article 15, at any time from, and including, the Effective Date of the a Make-Whole Fundamental Change up toto 5:00 p.m., and includingNew York City time, on the second Business Day immediately prior to the related Fundamental Change Repurchase Date corresponding to such Make-Whole Fundamental Change (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes , shall be deemed increased by an amount equal to the Conversion Rate that would, but for these purposes this Section 15.03, otherwise apply to be “in connection with” a Tax Redemption such Note pursuant to this Article 15, plus an amount equal to the Make-Whole Conversion Rate Adjustment. Notwithstanding anything to the contrary herein, if the relevant Notice of Conversion is received by consideration paid for the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of Common Stock in any Make-Whole Fundamental Change and issue a press release announcing such described in clause (b) of the definition thereof is comprised entirely of cash, for any conversion of Notes following the Effective Date no later than five of such Make-Whole Fundamental Change, the Conversion Obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (x) (i) the applicable Conversion Rate plus (ii) the Make-Whole Conversion Rate Adjustment, multiplied by (y) such Stock Price. In such event, the Conversion Obligation will be determined and paid to holders in cash on the third Business Days after such Effective Day following the Conversion Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax Redemption, as the case may beChange, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs (the “Additional ADSs”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes shall be deemed for these purposes to be “in connection with” a Tax Redemption if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the date the Company delivers a Tax Redemption Notice to, and including, the second Business Day immediately prior to the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee (and the Conversion Agent, if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.. Neither the Trustee nor the Paying Agent nor the Conversion Agent shall be required to take any steps to ascertain whether a Make-Whole Fundamental Change or any event ​ ​ ​ which could lead to the occurrence of a Make-Whole Fundamental Change has occurred and shall not be liable to any person for any failure to do so. ​

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If (i) If, prior to the Maturity Date of the Notes, a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Tax Redemption Notice and, in each case, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or such Tax RedemptionChange, as the case may be, then the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional ADSs shares of Class A Common Stock (the “Additional ADSsShares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change occurring pursuant to clause (x) of the definition thereof if the relevant Notice of Conversion is received by Date occurs during the Conversion Agent period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereofof Fundamental Change, or in the case of an Exempted Fundamental Change, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). A conversion of Notes shall will be deemed for these purposes to be “in connection with” a Tax Redemption Make-Whole Fundamental Change occurring pursuant to clause (y) of the definition thereof if the relevant Notice of Conversion is received by Date occurs during the Conversion Agent period from, and including, the date the Company delivers a Tax sends the Redemption Notice for the related Redemption to, and including, the second Business Scheduled Trading Day immediately prior to before the related Tax Redemption Date. The Company shall provide written notification to Holders and the Trustee of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.