Common use of No Adjustment Clause in Contracts

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 11.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iii) or Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI shall be made to the nearest cent or to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 11.05 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities Notes shall become convertible pursuant to Section 11.01(A)(iii10.01(A)(iii) or Section 11.01(A)(iv10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI X shall be made to the nearest cent or to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 11.05(a10.05(A), Section 11.05(b10.05(B), Section 11.05(c10.05(C), Section 11.05(d10.05(D) or Section 11.05(e10.05(E) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities Notes held by such Holder.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted: (i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities; (ii) upon the issuance of any shares of Common Stock or restricted stock, restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Securities were first issued; (iv) for accrued and unpaid interest, if any, including Additional Interest, if any; (v) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 10.06; or (vi) for a change in the par value of shares of Common Stock. No adjustment in the Conversion Rate pursuant to Section 11.05 10.06 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, further that at the end (i) on December 31 of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or (ii) if the Securities shall become convertible have been converted pursuant to Section 11.01(A)(iii) or Section 11.01(A)(iv)10.01, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI shall No adjustment to the Conversion Rate need be made pursuant to the nearest cent Section 10.06 for a transaction (other than for share splits or share combinations pursuant to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 11.05(a10.06(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision provides for each Holder to participate in the transaction or event transaction, at the same time that holders of Common Stock participate in such transaction, without conversion conversion, as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on the Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand dollars ($1,000).

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 11.05 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 10.06 shall be given effecteffect (i) on the date that is one year from the date of the first such adjustment carried forward, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to (ii) upon the Conversion Rate; provided further, that if occurrence of a Fundamental Change or Make-Whole Fundamental Change occurs, or if (iii) upon redemption by the Securities shall become convertible Company pursuant to Section 11.01(A)(iii3.01 or (iv) or Section 11.01(A)(iv), then, in each case, any adjustments to on the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion RateMaturity Date. All calculations under this Article XI X shall be made to the nearest cent or to the nearest one-ten-ten thousandth of a share. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, as but such dividend or distribution is thereafter not paid or made, the case may beConversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.05 for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder to participate in the transaction or event transaction, at the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 10.05 on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything to the contrary in Section 6.5, no adjustment in the Conversion Rate pursuant to Section 11.05 6.5 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial then effective Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 6.6 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at if the end Company shall mail a notice of each fiscal year redemption pursuant to Section 1104 of the CompanyIndenture, beginning with or of a Fundamental Change or Make-Whole Fundamental Change, or if the fiscal year ending on December 31Notes shall become convertible pursuant to Section 6.1(4) or Section 6.1 (5), 2008then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 6.6 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided provided, further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities Company shall become convertible pursuant to Section 11.01(A)(iii) or Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at make such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward adjustments regardless of whether the aggregate adjustment is less than 1% upon any Redemption Date and taken into account in any subsequent adjustment to on the Conversion RateMaturity Date. All calculations under this Article XI VI shall be made to the nearest cent or to the nearest one-ten-thousandth of a share, as the case may be. No Rights, options or warrants distributed by the Company that until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of Section 6.5 (and no adjustment to the Conversion Rate under this Section 6.5 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under Section 6.5(c). Upon the expiration, termination or redemption of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the conversion rate for Conversion Rate that would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 6.5 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the transactions Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or events distribution not been declared. No adjustment to the Conversion Rate in connection with an transaction described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(dSections 6.5(a) or Section 11.05(ethrough 6.5(e) if the Company makes provision for each Holder of Notes to participate in the transaction or event without conversion at the same time as holders of the Common Stock participate without conversion as if each such Holder of Notes held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities Notes held by such Holder. Notwithstanding anything to the contrary herein, the Conversion Rate will not be increased, including pursuant to the provisions set forth in Section 6.14, to the extent that the resulting increase will cause the Conversion Rate to exceed 71.8390 shares per $1,000 principal amount of Notes (the “Adjustment Cap”). The Adjustment Cap shall be adjusted in the same manner in which, and for the same events for which, the Conversion Rate is adjusted under this Supplemental Indenture.

No Adjustment. (a) No adjustment in the Conversion Rate pursuant to Section 11.05 shall be required until cumulative adjustments amount if Holders may participate in the transactions set forth in Section 4.06 above (to one percent the same extent as if the Securities had been converted into Common Stock immediately prior to such transactions) without converting the Securities held by such Holders. (b) No adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 are not would be required to be made but for this Section 4.07(b) shall be carried forward and taken into account in any subsequent made, regardless of whether the aggregate adjustment to is less than 1%, (i) on each anniversary of the Issue Date of the Securities and (ii) on the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, Date for any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iii) or Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion RateSecurities. All calculations under this Article XI IV shall be made to the nearest cent or to the nearest one-ten-ten thousandth of a share, as the case may be. , with one half cent and 0.00005 of a share, respectively, being rounded upward. (c) No adjustment in the Conversion Rate shall be made to the conversion rate required for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders issuances of Common Stock participate without conversion pursuant to a Company plan for reinvestment of dividends or interest or for a change in the par value or a change to no par value of the Common Stock. (d) To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as if such Holder held a number to the cash. (e) Notwithstanding anything to the contrary provided in Section 4.06 hereof, in no event shall the Conversion Rate as adjusted in accordance with Section 4.06 hereof exceed 266.6667 per $1,000 principal amount, other than on account of shares of Common Stock equal proportional adjustments to the Conversion Rate in effect on the Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount manner set forth in clauses (expressed in thousands1) and (2) of Securities held by Section 4.06(a), unless the Company obtains shareholder approval of the increase in the Conversion Rate; provided, however, that the Company shall not undertake any action described in clauses (3), (4), (5), (6) or (7) of Section 4.06(a) above without first obtaining shareholder approval for the increase in the applicable Conversion Rate that would otherwise be required as a result of such Holderaction.

No Adjustment. Notwithstanding anything in the Indenture or in the Notes to the contrary, in no event shall the Conversion Rate be adjusted: (i) upon the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the securities of the Issuer; (ii) upon the issuance of any Common Shares, restricted stock or restricted stock units, non-qualified stock options, incentive stock options or any other options or rights (including stock appreciation rights) to purchase Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Issuer or any of its Subsidiaries; (iii) upon the issuance of any Common Shares pursuant to any option, warrant, indirect participation interest, right or exercisable, exchangeable or convertible security not described in clause (ii) above and outstanding as of the date the Notes were first issued (for the avoidance of doubt, this includes 5,000 shares in SP InterOil LDC held by PIE Corp.). (iv) upon the repurchase of any Common Shares pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in this Section 9.06; or (v) for a change in the par value of the Common Shares. No adjustment in the Conversion Rate pursuant to this Section 11.05 9.06 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end (1) on December 31 of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or (2) if the Securities shall become convertible Notes have been converted pursuant to Section 11.01(A)(iii) or Section 11.01(A)(iv)9.01, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 9.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI shall No adjustment to the Conversion Rate need be made pursuant to the nearest cent Section 9.06 for a transaction (other than for share splits or share combinations pursuant to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 11.05(a9.06(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision Issuer provides for each Holder to participate in the transaction or event transaction, at the same time that holders of Common Stock participate Shares participate, without conversion conversion, as if such Holder held a number of shares of Common Stock Shares equal to the Conversion Rate in effect on the Ex Date or effective date, as the case may be, for such transaction or eventtransaction, multiplied by the principal amount (expressed in thousands) of Securities Notes held by such Holder.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 11.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082007, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iii8.01(A)(iv) hereof or Section 11.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. Notwithstanding anything herein or in the Securities to the contrary, if any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 8.06 until the earliest of such triggering event occurs. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 8.06 hereof on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 8.06 hereof for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at substantially the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 8.06 hereof on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 11.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082010, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iii8.01(A)(iv) hereof or Section 11.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. Notwithstanding anything herein or in the Securities to the contrary, if any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 8.06 until the earliest of such triggering event occurs. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 8.06 hereof on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 8.06 hereof for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at substantially the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 8.06 hereof on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section 11.05 SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that (i) if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iiiSECTION 10.01(A)(iii) or Section 11.01(A)(ivSECTION 10.01(A)(iv), then(ii) on March 17 of each year, in and (iii) on the date that is twenty-four (24) Scheduled Trading Days prior to, and on each caseVWAP Trading Day thereafter until, March 15, 2013 any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(b), SECTION 10.05(c), SECTION 10.05(d) or SECTION 10.05(e) to the Ex Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed 33.0687 ADSs shares per $1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Securities held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 11.05 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 10.06 shall be given effecteffect (i) on the date that is one year from the date of the first such adjustment carried forward, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to (ii) upon the Conversion Rate; provided further, that if occurrence of a Fundamental Change or Make-Whole Fundamental Change occurs, or if (iii) upon redemption by the Securities shall become convertible Company pursuant to Section 11.01(A)(iii3.01 or (iv) or Section 11.01(A)(iv), then, in each case, any adjustments to on the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion RateMaturity Date. All calculations under this Article XI X shall be made to the nearest cent or to the nearest one-ten-ten thousandth of a share. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, as but such dividend or distribution is thereafter not paid or made, the case may beConversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.05 for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company Guarantor makes provision for each Holder to participate in the transaction or event transaction, at the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 10.05 on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section 11.05 SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at (i) if the end Company shall mail a notice of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred Redemption pursuant to this Section 11.06 shall be given effectSECTION 3.04, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iiiSECTION 10.01(A)(IV) or Section 11.01(A)(ivSECTION 10.01(A)(V), then(ii) on [o] of each year, in and (iii) on the date that is twenty-four (24) Scheduled Trading Days prior to, and on each caseVWAP Trading Day thereafter until, [o], [2010] any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(B), SECTION 10.05(C), SECTION 10.05(D) or SECTION 10.05(E) to the Ex Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed [o] ADSs shares per US$1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Securities held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section 11.05 SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at (i) if the end Company shall mail a notice of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred Redemption pursuant to this Section 11.06 shall be given effectSECTION 3.04, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iiiSECTION 10.01(A)(iv) or Section 11.01(A)(ivSECTION 10.01(A)(v), then(ii) on February 12 of each year, in and (iii) on the date that is twenty-four (24) Scheduled Trading Days prior to, and on each caseVWAP Trading Day thereafter until, February 15, 2012 any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(b), SECTION 10.05(c), SECTION 10.05(d) or SECTION 10.05(e) to the Ex Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed 26.6596 ADSs shares per $1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Securities held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 11.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 11.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the 2037 Notes, (B) upon required purchases of the 2037 Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the 2037 Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments Ordinary Shares. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the 2037 Notes participate, and at such time remainas a result of holding the 2037 Notes, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Securities shall become convertible pursuant to Section 11.01(A)(iii(c), (d) or (e) of Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate11.07 without conversion. All calculations under this Article XI Eleven shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No In the event that the Company implements a shareholder rights plan, upon conversion of the 2037 Notes, the Holders will receive, in addition to any Ordinary Shares issuable upon such conversion, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or terminates or the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights agreement so that the Holder of the 2037 Notes would not be entitled to receive any rights in respect of Ordinary Shares issuable upon conversion of the 2037 Notes, in which case the Conversion Rate will be adjusted at the time of separation pursuant to Section 11.07(a) as if the Company distributed, to all holders of Ordinary Shares, shares of the Company’s capital stock, evidences of debt or other assets issuable upon exercise of the rights as described in subsection (a) or (c) of Section 11.07, subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of securities for the purposes of Section 11.07(b) or Section 11.07(c). Except as otherwise provided in this Article Eleven, no adjustment shall need be made for the issuance or acquisition of Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares or that carry the right to the conversion rate for purchase any of the transactions or events described in Section 11.05(a)foregoing. Without limiting the generality of any other provision hereof, Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate shall not be adjusted for: · the issuance of Ordinary Shares pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on securities of the Company and the investment of additional optional amounts in effect Ordinary Shares under any such plan; · upon the issuance of Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; · upon the issuance of Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security; · for a change in the par value (or a change to no par value) of Ordinary Shares; or · for accumulated and unpaid dividends. To the extent that the 2037 Notes become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities held by such Holdercash.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 11.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082006, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to Section 11.01(A)(iii8.01(A)(iv) hereof or Section 11.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article XI VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. No Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment shall be made to the conversion rate for any of the transactions or events described in Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d) or Section 11.05(e) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect on shall be adjusted immediately to the Ex Date Conversion Rate which would have been in effect at the time of such expiration, termination or effective dateredemption had such rights, as options or warrants, to the case may beextent outstanding immediately prior to such expiration, for such transaction termination or eventredemption, multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.never been

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 11.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 11.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the 2037 Notes, (B) upon required purchases of the 2037 Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the 2037 Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments Ordinary Shares. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the 2037 Notes participate, and at such time remainas a result of holding the 2037 Notes, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Securities shall become convertible pursuant to Section 11.01(A)(iii(c), (d) or (e) of Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate11.07 without conversion. All calculations under this Article XI Eleven shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No adjustment shall be made to In the event that the Company implements a shareholder rights plan, upon conversion rate for any of the transactions 2037 Notes, the Holders will receive, in addition to any Ordinary Shares issuable upon such conversion, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or events described terminates or the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights agreement so that the Holder of the 2037 Notes would not be entitled to receive any rights in respect of Ordinary Shares issuable upon conversion of the 2037 Notes, in which case the Conversion Rate will be adjusted at the time of separation pursuant to Section 11.05(a), Section 11.05(b), Section 11.05(c), Section 11.05(d11.07(a) or Section 11.05(e) as if the Company makes provision for each Holder distributed, to participate all holders of Ordinary Shares, shares of the Company’s capital stock, evidences of debt or other assets issuable upon exercise of the rights as described in subsection (a) or (c) of Section 11.07, subject to readjustment in the transaction event of the expiration, termination or event at the same time holders redemption of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities held by such Holder.the

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 11.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 11.06 12.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the Notes, (B) upon required purchases of the Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments shares of Common Stock. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the Notes participate, and at such time remainas a result of holding the Notes, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Securities shall become convertible pursuant to Section 11.01(A)(iii(c), (d) or (e) of Section 11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate12.07 without conversion. All calculations under this Article XI Twelve shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No adjustment shall be made to In the event that the Company implements a shareholder rights plan, upon conversion rate for any of the transactions Notes, the Holders will receive, in addition to shares of Common Stock issuable upon such conversion, if any, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or events terminates or the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights agreement, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed, to all holders of shares of Common Stock, shares of the Company’s capital stock, evidences of debt or other assets as described in subsection (c) of Section 11.05(a12.07, subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not otherwise constitute a distribution of securities for the purposes of Section 12.07(a), Section 11.05(b), Section 11.05(c), Section 11.05(d12.07(b) or Section 11.05(e) if 12.07(c). Except as otherwise provided in this Article Twelve, no adjustment need be made for the Company makes provision for each Holder to participate in the transaction issuance or event at the same time holders of Common Stock participate without conversion as if such Holder held a number acquisition of shares of Common Stock equal or any securities convertible into or exchangeable for shares of Common Stock or that carry the right to purchase any of the foregoing. Without limiting the generality of any other provision hereof, the Conversion Rate shall not be adjusted for: (1) the issuance of shares of Common Stock pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on securities of the Company and the investment of additional optional amounts in effect shares of Common Stock under any such plan; (2) upon the issuance of shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (3) upon the issuance of shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security; (4) for a change in the par value (or a change to no par value) of shares of Common Stock; or (5) for accumulated and unpaid dividends. To the extent that the Notes become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Securities held by such Holdercash.