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 a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert any of its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for such Notes by a number of additional shares of Common Stock (the “Additional Shares”), as set forth below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the Conversion Date for such conversion occurs on or after the effective date of the Make-Whole Fundamental Change and on or before the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, if such Make-Whole Fundamental Change is not a Fundamental Change, on or before the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). Notwithstanding anything to the contrary, in no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereof.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert any of its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for such the Notes so surrendered for conversion by a number of additional shares of Common Stock ADSs (the “Additional SharesADSs”), as set forth 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 for such conversion occurs on or after the effective date of the Make-Whole Fundamental Change up to, and on or before including, the second Business Day immediately prior to the related Fundamental Change Repurchase Date (or, if such in the case of a Make-Whole Fundamental Change is not that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof or that constitutes an Exempted Fundamental Change, on or before the 35th Trading Business Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period). The Company shall provide written notification to Holders, the “Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change Period”). Notwithstanding anything to and publish a notice on the contrary, in Company’s website or through such other public medium as the Company may use at that time announcing such Effective Date no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if later than five Business Days after such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereofEffective Date.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert any of its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for such Notes by a number of additional shares of Common Stock (the “Additional Shares”), as set forth belowbelow (but subject to Section 7.03(h)). A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the Conversion Date for such conversion occurs on or after the effective date of the Make-Whole Fundamental Change and on or before the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, if such Make-Whole Fundamental Change is not a Fundamental Change, on or before the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). Notwithstanding anything to the contrary, in no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereof.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs or becomes effective prior to Maturity Date, or if the Maturity Date and Company calls any Notes for redemption, and, in each case, a Holder elects to convert any of its Notes in connection with such Make-Whole Fundamental ChangeChange or with a Conversion Date occurring during the related redemption period, respectively, then the Company shall, under the circumstances described below, increase the Conversion Rate for such the Notes so elected to be converted by a number of additional shares of Common Stock (the “Additional Shares”), as set forth 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 Conversion Date for such conversion occurs on or after at any time from, and including, the effective date Effective Date of the Make-Whole Fundamental Change up to, and on or before including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, if such in the case of a Make-Whole Fundamental Change is not that would have been a Fundamental ChangeChange but for the proviso in clause (b) of the definition thereof, on or before the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). Notwithstanding anything to the contrary, in no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereof.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If the Effective Date of a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert any of its Notes Note “in connection with with” (as defined below) such Make-Whole Fundamental Change, the Company shall, under the circumstances described set forth below, increase the Conversion Rate for applicable to such Notes Note by a number of additional shares of Common Stock (the “Additional Shares”), as set forth below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if (A) for Conversion Dates prior to December 15, 2018, the applicable Conversion Date occurs during the period when the Notes are convertible on account of such Make-Whole Fundamental Change in accordance with the provisions described in Section 12.01(b)(iv) and (B) for such conversion occurs Conversion Dates on or after December 15, 2018, if the effective date applicable Conversion Date occurs during the period from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and on or before including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, if such in the case of a Make-Whole Fundamental Change is not that would have been a Fundamental ChangeChange but for the proviso in clause (b) of the definition thereof, on or before the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). Notwithstanding anything to the contrary, in no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereof.

Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes. (a) If the Effective Date of a Make-Whole Fundamental Change occurs or becomes effective prior to the Maturity Date and a Holder elects to convert any of its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for such the Notes so surrendered for conversion by a number of additional shares of Class A Common Stock (the “Additional Shares”), as set forth 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 (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Depositary’s applicable procedures) is received by the Conversion Agent from, and including, the Effective Date for such conversion occurs on or after the effective date of the Make-Whole Fundamental Change up to, and including, the close of business on or before the Business Day immediately prior to preceding the related Fundamental Change Repurchase Purchase Date (or, if such in the case of a Make-Whole Fundamental Change is not that would have been a Fundamental ChangeChange but for subclause (i) of the proviso in clause (b) of the definition thereof, on or before the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”). Notwithstanding anything to the contrary, in no event will the Conversion Rate applicable to the conversion of any Note in connection with a Make-Whole Fundamental Change be increased pursuant to this Section 7.07 if such Make-Whole Fundamental Change constitutes a Fundamental Change pursuant to clause (a) of the definition of such term where the “person” or “group” referred to in such clause is, or includes, the Holder or beneficial owner of such Note or any Affiliate thereof.