Common use of Public Acquirer Change of Control Clause in Contracts

Public Acquirer Change of Control. Notwithstanding anything in this Section 8.05, in the case of a Public Acquirer Change of Control, the Company may, in lieu of permitting a repurchase at the Holder’s option or adjusting the Conversion Rate as described in Section 8.05(e) hereof, elect to adjust the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes will be entitled to convert their Notes into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (A) the numerator of which will be (a) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted into cash, securities or other property, the Fair Market Value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable per share of Common Stock or (b) in the case of any other Public Acquirer Change of Control, the average of the last reported sale price of the Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (B) the denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control. If the Company elects to adjust the Conversion Rate and conversion obligation as described in this Section 8.05(f), the Company shall send a Fundamental Change Conversion Right Notice to the Holders of Notes at least 15 Trading Days prior to the expected Effective Date of the Fundamental Change that is also a Public Acquirer Change of Control, in accordance with Section 4.15 hereof. If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder of the Notes shall not have the right to receive Additional Shares pursuant to Section 8.05(e) or to require the Company to repurchase such Notes in connection with the Fundamental Change that is also a Public Acquirer Change of Control.

Public Acquirer Change of Control. (a) Notwithstanding anything to the contrary in this Section 8.05Indenture, in the case of if a Public Acquirer Change of ControlControl occurs, the Company may, in lieu of permitting a repurchase at the Holder’s option or adjusting increasing the Conversion Rate as described for conversions in connection with such Public Acquirer Change of Control pursuant to Section 8.05(e) hereof14.03, if applicable, and/or offering to purchase the Notes pursuant to Section 15.02, if applicable, elect to adjust the Conversion Rate and the related conversion obligation Conversion Obligation such that from and after the Effective Date effective date of such Public Acquirer Change of Control, Holders of the Notes will shall be entitled to convert their Notes (subject to Section 14.01) into a number of shares of Public Acquirer Common Stock by adjusting Stock, subject to Section 14.02(a), initially equal to the Conversion Rate in effect immediately before the Public Acquirer Change of Control multiplied by a fraction: (A) fraction the numerator of which will shall be (a) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted into cash, securities or other property, the Fair Market Value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable per share of Common Stock or (b) in the case of any other Public Acquirer Change of Control, the average of the last reported sale price Closing Sale Prices of the Common Stock for the five consecutive Trading Days prior to to, but excluding excluding, the Effective Date effective date of such Public Acquirer Change of Control, and (B) and the denominator of which will shall be 99% of the average of the last reported sale prices Closing Sale Prices of the Public Acquirer Common Stock (determined by reference to the definition of Closing Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Public Acquirer Common Stock) for the five consecutive Trading Days prior to to, but excluding excluding, the Effective Date effective date of such Public Acquirer Change of Control. If the Company elects to adjust the Conversion Rate and conversion obligation as described in this Section 8.05(f), the The Company shall send a Fundamental Change Conversion Right Notice to only make such an election if such election and the Holders of Notes at least 15 Trading Days prior to the expected Effective Date resulting terms of the Fundamental Change that is also Notes are in compliance with applicable stock exchange rules. (b) Following a Public Acquirer Change of Control, in accordance with Section 4.15 hereof. If if the Company so elects pursuant to this Section 14.12, Holders may convert their Notes (subject to Section 14.01) at the adjusted Conversion Rate described in Section 14.12(a), but will not be entitled to an increased Conversion Rate pursuant to Section 14.03 or to require the Company to purchase their Notes pursuant to Section 15.02. In order to validly elect to adjust the Conversion Rate and the related Conversion Obligation as described in Section 14.12(a) in lieu of increasing the Conversion Rate pursuant to Section 14.03, if applicable, and/or requiring the Company to purchase the Notes pursuant to Section 15.02, if applicable, the Company must deliver notice to Holders and the Trustee (and the Conversion Agent, if not the Trustee) of such election and the anticipated effective date for the relevant transaction or event no less than 50 Scheduled Trading Days prior to the anticipated effective date. The Company shall give Holders and the Trustee (and the Conversion Agent, if not the Trustee) at least 10 Business Days’ advance notice of the actual effective date of the relevant Public Acquirer Change of Control. Any Public Acquirer Common Stock issuable upon conversion obligation in connection of the Notes shall be registered under the Securities Act, approved for listing on the Permitted Exchange on which the Public Acquirer Common Stock is traded, and duly reserved and authorized for issuance by the issuer of such Public Acquirer Common Stock. (c) In the event the Company validly elects for the provisions of this Section 14.12 to apply, the applicable Acquirer and the issuer of the Public Acquirer Common Stock (if other than the Acquirer) shall execute with the Trustee a supplemental indenture permitted under Section 10.01(g), providing that (i) at and after the effective time of such Public Acquirer Change of Control, Holder Holders of each $1,000 principal amount of Notes shall be entitled to convert such principal amount of Notes into the Public Acquirer Common Stock as described in this Section 14.12 and (ii) the issuer of the Public Acquirer Common Stock shall register under the Securities Act the Public Acquirer Common Stock issuable upon conversion of the Notes; provided, however, that at and after the effective time of any such Public Acquirer Change of Control, (A) subject to any applicable stock exchange rules, the Company shall continue to have the right to determine the Settlement Method applicable to any conversion of Notes in accordance with Section 14.02, unless the Company has previously made an irrevocable election pursuant to Section 14.02(a)(iii)(D), (B) any amount otherwise payable in cash upon conversion of the Notes shall not continue to be payable in cash in accordance with Section 14.02, (c) any shares of Common Stock that the Company would have been required to deliver upon conversion of the right to receive Additional Shares Notes in accordance with Section 14.02 shall instead be deliverable in the applicable amount of Public Acquirer Common Stock based on the Conversion Rate as adjusted pursuant to Section 8.05(e14.12(a) or and (D) the Daily VWAP shall be calculated based on the value of a share of Public Acquirer Common Stock. If the Notes become convertible into Public Acquirer Common Stock pursuant to require this Section 14.12, the Company shall notify the Trustee and issue a press release containing the relevant information (and make the press release available on the Company’s website). Throughout this Article 14, if the Common Stock has been replaced by Public Acquirer Common Stock in accordance with this Section 14.12 as a result of any Public Acquirer Change of Control, references to repurchase the Common Stock are intended to refer to such Notes Public Acquirer Common Stock, subject to the provisions of the supplemental indenture described in connection this paragraph. Such supplemental indenture described in the immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is possible to the adjustments provided for in this Article 14. Such supplemental indenture shall contain such additional provisions to protect the interests of the Holders of the Notes, including the provisions providing for the purchase rights set forth in Article 15, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (d) When the Company executes a supplemental indenture pursuant to subsection (c) of this Section 14.12, the Company shall promptly file with the Fundamental Trustee an Officers’ Certificate briefly stating the reasons therefor, the relevant Public Acquirer Common Stock and adjusted Conversion Rate, and that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders. The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Note Register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (e) The Company shall not become a party to any Public Acquirer Change that is also of Control as set forth in this Section 14.12 unless the terms of such Public Acquirer Change of Control and the Company’s election pursuant to this Section 14.12 are consistent with this Section 14.12. None of the foregoing provisions shall affect the right of a holder of Notes to convert its Notes into solely cash prior to the Company’s receipt of Shareholder Approval or, following the Company’s receipt of Shareholder Approval, cash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, as set forth in Section 14.01 and Section 14.02, prior to the effective date of such Public Acquirer Change of Control. (f) The above provisions of this Section shall similarly apply to successive Public Acquirer Changes of Control. (g) For the avoidance of doubt, if the Notes become convertible into Public Acquirer Common Stock pursuant to this Section 14.12, the Dividend Threshold Amount shall be subject to adjustment in a manner inversely proportional to the adjustment to the Conversion Rate.

Public Acquirer Change of Control. Notwithstanding anything in this Section 8.0513.05, in the case of a Public Acquirer Change of Control, the Company may, in lieu of permitting a repurchase at the Holder’s option or adjusting the Conversion Rate as described in Section 8.05(e13.05(e) hereof, elect to adjust the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders of the Notes Debentures will be entitled to convert their Notes Debentures into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (A) the numerator of which will be (a) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is converted into cash, securities or other property, the Fair Market Value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable per share of Common Stock or (b) in the case of any other Public Acquirer Change of Control, the average of the last reported sale price Acquisition Value of the Common Stock for the five ten consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (B) the denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock for the five ten consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control. If the Company elects to adjust the Conversion Rate and conversion obligation as described in this Section 8.05(f13.05(f), the Company shall send a Fundamental Change Conversion Right Designated Event Notice to the Holders of Notes Debentures at least 15 10 Trading Days prior to the expected Effective Date of the Fundamental Change that is also a Public Acquirer Change of Control, in accordance with Section 4.15 3.10 hereof. If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder of the Notes Debentures shall not have the right to receive Additional Shares pursuant to Section 8.05(e13.05(e) or to require the Company to repurchase such Notes Debentures in connection with the Fundamental Change that is also a Public Acquirer Change of Control.

Public Acquirer Change of Control. Notwithstanding the foregoing or anything in this herein to the contrary (including the Company's obligations under Section 8.053.04 above), in the case of a Public Acquirer Change of Control, the Company may, in lieu of permitting a repurchase at the Holder’s holder's option under Section 3.04 above or adjusting the Conversion Rate as described in Section 8.05(e) hereofunder this Article 15, elect to adjust the Conversion Rate and the related conversion obligation such that from and after the Effective Date effective date of such Public Acquirer Change of Control, Holders holders of the Notes will be entitled to convert their Notes into a number of shares of Public Acquirer Common Stock by adjusting multiplying the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (Aa) the The numerator of which will be (ai) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Common Stock is Ordinary Shares are converted into cash, securities or other property, the Fair Market Value average value of all cash and any other consideration (as determined by the Board board of Directors of the Companydirectors) paid or payable per share of Common Stock Ordinary Share or (bii) in the case of any other Public Acquirer Change of Control, the average of the last reported sale price Reference Price of the Common Stock Ordinary Shares for the five consecutive Trading Days prior to but excluding the Effective Date effective date of such Public Acquirer Change of Control, and (Bb) the The denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock for the five consecutive Trading Days prior to but excluding commencing on the Effective Date Trading Day next succeeding the effective date of such Public Acquirer Change of Control. If In the Company elects to adjust event that the Conversion Rate and conversion obligation as described in this Section 8.05(f)Public Acquirer Common Stock consists of ADSs, the Company shall send a Fundamental Change Conversion Right Notice foregoing calculation will be equitably adjusted to reflect the Holders number of Notes at least 15 Trading Days prior to the expected Effective Date shares of the Fundamental Change that is also a Public Acquirer Change of Control, in accordance with Section 4.15 hereof. If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder of the Notes shall not have the right to receive Additional Shares pursuant to Section 8.05(e) or to require the Company to repurchase acquirer's common stock represented by such Notes in connection with the Fundamental Change that is also a Public Acquirer Change of ControlADSs.

Public Acquirer Change of Control. Notwithstanding anything in this Section 8.0514.06, in the case of a Public Acquirer Change of Control, the Company may, in lieu of permitting a repurchase at the Holderholder’s option as set forth in Section 3.05 hereof or adjusting the Conversion Rate as described provided in Section 8.05(e14.06(e) hereof, elect to adjust the Conversion Rate and the related conversion obligation such that from and after the Effective Date of such Public Acquirer Change of Control, Holders holders of the Notes will be entitled to convert their Notes into a number of shares of Public Acquirer Common Stock by adjusting the Conversion Rate in effect immediately before the Public Acquirer Change of Control by a fraction: (A) the numerator of which will be (a) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the Company’s Common Stock is converted into cash, securities or other property, the Fair Market Value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable per share of the Company’s Common Stock or (b) in the case of any other Public Acquirer Change of Control, the average of the last reported sale price of the Company’s Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control, and (B) the denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock for the five consecutive Trading Days prior to but excluding the Effective Date of such Public Acquirer Change of Control. If the Company elects to adjust the Conversion Rate and conversion obligation as described in this Section 8.05(f14.06(f), the Company shall send a Fundamental Change Conversion Right Notice to the Holders holders of Notes at least 15 Trading Days prior to the expected Effective Date of the Fundamental Change that is also a Public Acquirer Change of Control, in accordance with Section 4.15 3.05 hereof. If the Company elects to adjust the Conversion Rate and conversion obligation in connection with a Public Acquirer Change of Control, Holder holders of the Notes shall not have the right to receive Additional Shares pursuant to Section 8.05(e14.06(e) or to require the Company to repurchase such Notes in connection with the Fundamental Change that is also a Public Acquirer Change of Control.