Common use of Purchase of Securities at Option of the Holder upon Change of Control Clause in Contracts

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If a Change of Control occurs (subject to certain exceptions set forth below), the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at a purchase price equal to the Accreted Value of the Securities purchased, plus accrued and unpaid Contingent Cash Interest, if any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE"), as of the date that is 30 days after the date of a notice of Change of Control delivered by the Company (the "CHANGE OF CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). A "CHANGE OF CONTROL" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If Upon the occurrence of a Change of Control occurs (subject Control, each Holder of Securities will have the right to certain exceptions set forth below), the Securities not previously purchased by require the Company shall be purchased by to repurchase all or any part (equal to $1,000 or integral multiples thereof) of such Holder's Securities pursuant to the Company, offer described below (the "Change of Control Offer") at the option an offer price in cash equal to 100% of the Holder aggregate principal amount thereof, at a purchase price equal to the Accreted Value of the Securities purchased, plus accrued and unpaid Contingent Cash interest (including Additional Interest, if any) thereon, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company will mail a notice (the "Change of Control Purchase Notice") to each Holder of Securities describing the transaction or transactions that constitute the Change of Control and offering to repurchase Securities on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date the Change of Control Purchase Notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such notice. (b) The Company will comply with the requirements of Rule l4e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control. (c) On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each Holder of Securities so tendered the Change of Control Payment for such Securities, and accrued the Trustee will promptly authenticate and unpaid Liquidated Damagesmail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each such new Security will be in a principal amount of $1,000 or integral multiples thereof. Prior to complying with the provisions of this Section 3.2, but in any event within 90 days following a Change of Control, the Company will either repay in full in cash all outstanding Senior Debt or obtain the requisite consents, if any, on those under all agreements governing outstanding Senior Debt to permit the repurchase of Securities (required by this Section 3.2. The Company shall notify the "CHANGE OF CONTROL PURCHASE PRICE"), as Trustee in writing upon satisfaction of the date that is 30 days after foregoing condition or the date of a notice of failure to satisfy the condition prior to the Change of Control delivered by Payment Date. The Company shall publicly announce the Company (the "CHANGE OF CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf results of the Holder Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Change of Control provisions described above will be applicable whether or not any other provisions of this Indenture are applicable. (d) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary set forth in this Section 3.08(c). A "CHANGE OF CONTROL" 3.2, a Change of Control will not be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occurif either: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If a Change of Control occurs (subject to certain exceptions set forth below), the Securities not previously purchased by the Company shall be purchased by the CompanyCompany for cash, at the option of the Holder thereof, at a purchase price equal to the Accreted Value specified in Section 7 of the Securities purchased, plus accrued and unpaid Contingent Cash Interest, if any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICEChange of Control Purchase Price"), as of the date that is no later than 30 days after the date of a notice of Change of Control delivered by the Company pursuant to Section 3.7(b) (the "CHANGE OF CONTROL PURCHASE DATEChange of Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c3.7(c). A "CHANGE OF CONTROLChange of Control" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur: (i) the acquisition by any personPerson, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act Act, of beneficial ownership, directly or indirectly indirectly, through a purchase, merger or other acquisition transaction or series of purchasepurchases, merger mergers or other acquisition transactions, transactions of shares of the Capital Stock of the Company entitling that person Person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition)plans; or (ii) the first day on which a majority of the members of the board of directors of the Company are does not consist of Continuing Directors; or (iii) the Company consolidates or merges with or into any other personPerson, any merger of another person Person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another personPerson, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which the holders of 50% or more of the total voting power of the Company's Capital Stock entitled to vote generally in elections of directors immediately prior to the transaction have the entitlement right to exercise, directly or indirectly indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely merger primarily for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares stock of the surviving Person or a direct or indirect parent of the surviving corporationentity.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If at any time that Securities remain outstanding there shall occur a Change of Control occurs (subject to certain exceptions set forth below)Control, the Securities not previously purchased by the Company shall be purchased by the Company, Obligors at the option of the Holder thereofHolders, as of the Change of Control Purchase Date at a purchase price equal to the Accreted Value 101% of the Securities purchasedprincipal amount of the Securities, plus together with accrued and unpaid Contingent Cash interest, including interest on any unpaid overdue interest, compounded semi-annually, and Additional Interest, if any, and accrued and unpaid Liquidated Damagesto, if anybut excluding, on those Securities the Change of Control Purchase Date (the "CHANGE OF CONTROL PURCHASE PRICE"), as subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.8. (b) Within 10 days after the occurrence of a Change of Control, the Obligors shall mail a written notice ("OBLIGORS NOTICE") of the Change of Control to the Trustee and to each Holder (and to beneficial owners as required by applicable law) pursuant to which the Obligors shall make an offer (a "CHANGE OF CONTROL OFFER") to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Securities at the Change of Control Purchase Price. The notice shall include the form of a Change of Control Purchase Notice to be completed by the Holder, shall describe the transaction or transactions that constitute the Change of Control and shall state: (i) that the Change of Control Offer is being made pursuant to this Section 3.8 and that all Securities tendered will be accepted for payment; (ii) the date that is by which the Change of Control Purchase Notice pursuant to this Section 3.8 must be given; (iii) the purchase date, which date shall be no earlier than 30 days and no later than 60 days after the date of a notice of Change of Control delivered by the Company Obligors Notice is mailed (the "CHANGE OF CONTROL PURCHASE DATE"); (iv) the Change of Control Purchase Price; (v) the Holder's right to require the Obligors to purchase the Securities; (vi) the name and address of the Paying Agent; (vii) that, subject unless the Obligors default in making such payment, any Security accepted for payment pursuant to satisfaction the Change of Control Offer will cease to accrue interest after the Change of Control Purchase Date; (viii) the procedures that the Holder must follow to exercise rights under this Section 3.8; and (ix) the procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal. If any of the Securities is in the form of a Global Security, then the Obligors shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities. (c) A Holder may exercise its rights specified in subsection (a) of this Section 3.8 upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto, as applicable, and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a "CHANGE OF CONTROL PURCHASE NOTICE") to any Paying Agent at any time prior to the close of business on behalf the Business Day next preceding the Change of Control Purchase Date. The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor. The Obligors shall purchase from the Holder thereof, pursuant to this Section 3.8, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Sections 3.8 through 3.13 also apply to the purchase of such portion of such Security. Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Change of Control Purchase Notice contemplated by this subsection (c) shall have the right to withdraw such Change of Control Purchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to the close of business on the Business Day next preceding the Change of Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.9 hereof A Paying Agent shall promptly notify the Obligors of the receipt by it of any Change of Control Purchase Notice or written withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Change of Control Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time. If the Change of Control Purchase Date falls after an interest payment record date and on or before the date that is one Business Day after the next interest payment date, then the interest payment will be payable to the Holder who presents a Security for purchase. (d) The Obligors will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Obligors set forth in Section 3.08(c). A "CHANGE OF CONTROL" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur: subsection (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3b) of this Section 3.8 and purchases all Securities properly tendered and not withdrawn under the Exchange Act Change of beneficial ownershipControl Offer, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) notice of redemption has been given pursuant to which holders Section 3.1 or 3.7 hereof, unless and until there is a default in payment of the Company's Capital Stock immediately prior to the transaction have the entitlement to exerciseapplicable redemption price, directly or indirectly 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately (3) after giving effect to such issuance; Change of Control, (i) no Default or Event of Default has occurred and is continuing, (ii) the Change of Control transaction has been approved by the Board of Directors of the Company, and (Biii) any merger, share exchange, transfer of assets the Securities are rated Baa3 or similar transaction solely for better by Moody's and BBB- or better by S&P. (e) The Obligors will publicly announce the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares results of the surviving Person Change of Control Offer on or a direct or indirect parent as soon as practicable after the Change of the surviving corporationControl Payment Date.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1i) If a Change of Control occurs (subject has occurred, all or any portion of the outstanding Securities of any Holder equal to certain exceptions set forth below)$1,000 or an integral multiple of $1,000, the Securities not previously purchased by the Company called for redemption, shall be purchased by the Company, at the option of the Holder thereof, at a purchase price in cash equal to the Accreted Value 100% of the Securities purchasedprincipal amount of those Securities, plus accrued and unpaid Contingent Cash Interest, if any, Interest and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE"), as of to but not including the purchase date that is 30 days after the date of a notice of Change of Control delivered selected by the Company (the "CHANGE OF CONTROL PURCHASE DATE"), as of the date that is 30 days after the Company Notice Date (as defined in Section 3.08(b)), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). A "CHANGE OF CONTROL" will . (ii) Notwithstanding the provisions of Section 3.08(a)(i), the Company shall not be deemed required to have occurred at such time after purchase the Securities are originally issued when any of the following events shall occurHolders upon a Change of Control pursuant to this Section 3.08 if: (A) the Sale Price per share of Common Stock for any five Trading Days within the period of 10 consecutive Trading Days (x) ending immediately after the later of the Change of Control or the public announcement of the Change of Control in the case of a Change of Control set forth under clauses (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3(ii) of the Exchange Act definition of beneficial ownershipChange of Control, directly or indirectly through (y) ending immediately before the Change of Control in the case of a purchase, merger or other acquisition transaction or series Change of purchase, merger or other acquisition transactions, of shares Control set forth under clause (iii) of the Capital Stock definition of Change of Control, equals or exceeds 110% of the Company entitling that person to exercise 50% or more Conversion Price of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally Securities in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any effect on each of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition)five Trading Days; or (iiB) the first day on which a majority One hundred percent of the members of the board of directors of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result consideration in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more transactions (other than cash payments for fractional shares and cash payments made in respect of the total voting power dissenters' appraisal rights) constituting a Change of all shares Control consists of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares traded or to be traded immediately following a Change of Control on a national securities exchange or the Nasdaq National Market, and, as a result of the surviving Person transaction or a direct transactions, the Securities become convertible into that common stock, ordinary shares or indirect parent of the surviving corporationAmerican Depositary Shares (and any rights attached thereto).

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If a Change of Control occurs (subject to certain exceptions set forth below), the Securities not previously purchased by the Company shall be purchased by the Company, at the option of the Holder thereof, at a purchase price equal to the Accreted Value principal amount of the Securities purchasedthose Securities, plus accrued and unpaid Contingent Cash Interest, if any, Interest and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICEChange of Control Purchase Price"), as of the date that is 30 days after the date of a the notice of Change of Control delivered by the Company pursuant to Section 3.08(b) (the "CHANGE OF CONTROL PURCHASE DATEChange of Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). A "CHANGE OF CONTROLChange of Control" will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur: (iA) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries subsidiaries, or any of its the employee benefit plans of the Company (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (iiB) the first day on which a majority of the members of the board of directors of the Company are not Continuing Directors; or (iiiC) the Company consolidates or merges with or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or disposition, substantially all as an entirety, of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly indirectly, 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If on or prior to August 19, 2002 there shall have occurred a Change of Control occurs (subject to certain exceptions set forth below)Control, the Securities not previously purchased by the Company shall be purchased by the Companypurchased, at the option of the Holder thereof, by the Company at a the purchase price equal to the Accreted Value specified in paragraph 6 of the Securities purchased, plus accrued and unpaid Contingent Cash Interest, if any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE"), as of on the date that is 30 days 35 Business Days after the date occurrence of a notice of the Change of Control delivered by the Company (the "CHANGE OF CONTROL PURCHASE DATE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c3.09(c). A "CHANGE OF CONTROL" will Notwithstanding the foregoing provisions of this Section 3.09, a Change of Control shall not be deemed to have occurred if at such any time after the Securities are originally issued when any of the following events shall occur: (i) the acquisition by any person, including any syndicate or group deemed to be a "person" under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries Subsidiary, any employee stock ownership plan or any of its other employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or (ii) the first day on which a majority of the members of the board of directors plan of the Company are not Continuing Directors; or (iii) the Company consolidates or merges with or into any other person, any merger of another person into the CompanySubsidiary, or any conveyance, transfer, sale, lease person holding Common Stock for or other disposition of all or substantially all of the Company's properties and assets to another person, other than: (A) any transaction: (1) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and (2) pursuant to which holders the terms of any such employee benefit plan files or becomes obligated to file a report under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more Exchange Act disclosing beneficial ownership by it of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, whether in excess of 50% or otherwise. (b) Within 15 Business Days after the occurrence of a Change of Control, (i) the Company shall mail a written notice of such Change of Control by first-class mail to the Trustee and to each Holder (and to beneficial owners if at all, solely into shares required by applicable law) and (ii) the Company shall cause a copy of common stock, ordinary shares such notice to be published in THE WALL STREET JOURNAL or American Depositary Shares another daily newspaper of national circulation. The notice shall include a form of Change of Control Purchase Notice to be completed by the Securityholder and shall state: (1) the events causing a Change of Control and the date such Change of Control is deemed to have occurred for purposes of this Section 3.09; (2) the date by which the Change of Control Purchase Notice pursuant to this Section 3.09 must be given; (3) the Change of Control Purchase Date; (4) the Change of Control Purchase Price; (5) the name and address of the surviving Person Paying Agent and the Conversion Agent and the office or agency referred to in Section 4.05; (6) the Conversion Rate and any adjustments thereto; (7) that Securities as to which a direct Change of Control Purchase Notice has been given may be converted into Common Stock (or, in lieu thereof, cash, if the Company shall so elect) at any time prior to the close of business on the Change of Control Purchase Date only if the Change of Control Purchase Notice has been withdrawn by the Holder in accordance with the terms of this Indenture; (8) that Securities must be surrendered to the Paying Agent or indirect parent the office or agency referred to in Section 4.05 to collect payment; (9) that the Change of Control Purchase Price for any Security as to which a Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the surviving corporationChange of Control Purchase Date and the time of surrender of such Security as described in (8); (10) the procedures the Holder must follow to exercise rights under this Section 3.09 and a brief description of those rights; (11) briefly, the conversion rights of the Securities; and (12) the procedures for withdrawing a Change of Control Purchase Notice. (c) A Holder may exercise its rights specified in Section 3.09(a) upon delivery of a written notice of purchase (a "CHANGE OF CONTROL PURCHASE NOTICE") to the Paying Agent or to the office or agency referred to in Section 4.05 at any time prior to the close of business on the Change of Control Purchase Date, stating: (1) the certificate number of the Security which the Holder will deliver to be purchased; (2) the portion of the Principal Amount of the Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple thereof; and (3) that such Security shall be purchased on the Change of Control Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities. Receipt of the Security by the Paying Agent prior to, on or after the Change of Control Purchase Date (together with all necessary endorsements), at the offices of the Paying Agent or to the office or agency referred to in Section 4.05 shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor; PROVIDED, HOWEVER, that such Change of Control Purchase Price shall be so paid pursuant to this Section 3.09 only if the Security so delivered to the Paying Agent or such office or agency shall conform in all respects to the description thereof set forth in the related Change of Control Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Section 3.09, a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.09 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Change of Control Purchase Date and the date such Securities are surrendered to the Paying Agent or at the office or agency referred to in Section 4.05. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent or to the office or agency referred to in Section 4.05 the Change of Control Purchase Notice contemplated by this Section 3.09(c) shall have the right to withdraw such Change of Control Purchase Notice at any time prior to or on the Change of Control Purchase Date by delivery of a written notice of withdrawal to the Paying Agent or to such office or agency in accordance with Section 3.10. The Paying Agent shall promptly notify the Company of the receipt by it of any Change of Control Purchase Notice or written withdrawal thereof.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If at any time that Securities remain outstanding there shall have occurred a Change of Control occurs (subject to certain exceptions set forth below)Control, the Securities not previously purchased by the Company shall be purchased by the Company, Company at the option of the Holder thereof, at a purchase price equal to the Accreted Value of the Securities purchased, plus accrued and unpaid Contingent Cash Interest, if any, and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE"), as of the date that is 30 days after the date Company Notice of a notice the occurrence of the Change of Control delivered by the Company (the "CHANGE OF CONTROL PURCHASE DATERepurchase Date")) at a purchase price (the "Repurchase Price") equal to 101% of the principal amount thereof plus accrued interest up to but not including the Repurchase Date, subject to satisfaction by or on behalf of the any Holder of the requirements set forth in subsection (c) of this Section 3.08(c). 3.8. A "CHANGE OF CONTROL" will Change of Control" shall be deemed to have occurred at such time after the Securities are originally issued when any original issuance of the following events Securities as there shall occur: (i1) the acquisition by any person, including any syndicate or group deemed to be a "person" or "group" (as such items are used under Section 13(d)(313(d) and 14(d) of the Exchange Act Act), other than the Company, any subsidiary of the Company, any Principal Stockholders or any employee benefit plan of the Company or any such subsidiary, is or becomes the beneficial ownershipowner, directly or indirectly indirectly, through a purchase, merger purchase or other acquisition transaction or series of purchase, transactions (other than a merger or other acquisition transactionsconsolidation involving the Company), of shares of the Capital Stock capital stock of the Company entitling that such person to exercise in excess of 50% or more of the total voting power of all shares of the Capital Stock capital stock of the Company entitled to vote generally in elections the election of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or; (ii2) the first day on which a majority of the members of the board of directors there occurs any consolidation of the Company are not Continuing Directors; or (iii) with, or merger of the Company consolidates or merges with or into into, any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease sale or other disposition transfer of all or substantially all of the Company's properties and assets of the Company to another person, person (other than: than (Aa) any transaction: such transaction pursuant to which the holders of the Common Stock immediately prior to such transaction have, directly or indirectly, shares of capital stock of the continuing or surviving corporation immediately after such transaction which entitle such holders to exercise in excess of 50% of the total voting power of all shares of capital stock of the continuing or surviving corporation entitled to vote generally in the election of directors and (b) any merger (1) that which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company's Capital Stock; and Common Stock or (2) pursuant which is effected solely to which holders of change the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation of the Company and resulting results in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, Stock solely into shares of common stock, ordinary shares or American Depositary Shares ); or (3) at any time Continuing Directors do not constitute a majority of the surviving Person or a direct or indirect parent Board of Directors of the surviving corporationCompany. "Continuing Director" means at any date a member of the Company's Board of Directors (i) who is a member of such Board on the date of the Indenture or (ii) who was nominated or elected by at least two-thirds of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Company's Board of Directors was recommended or endorsed by at least two-thirds of the directors who were Continuing Directors at the time of such election. Under this definition, if the present Board of Directors of the Company were to approve a new director or directors and then resign, no Change of Control would occur even though the present Board of Directors would thereafter cease to be in office.

Purchase of Securities at Option of the Holder upon Change of Control. (a) (1) If a Change of Control occurs (subject has occurred, all or any portion of the outstanding Securities of any Holder equal to certain exceptions set forth below)$1,000 or an integral multiple of $1,000, the Securities not previously purchased by the Company called for redemption, shall be purchased by the Company, at the option of the Holder thereof, at a purchase price equal to the Accreted Value principal amount of the Securities purchasedthose Securities, plus accrued and unpaid Contingent Cash Interest, if any, Interest and accrued and unpaid Liquidated Damages, if any, on those Securities (the "CHANGE OF CONTROL PURCHASE PRICE"), as of to but not including the purchase date that is 30 days after the date of a notice of Change of Control delivered selected by the Company (the "CHANGE OF CONTROL PURCHASE DATE") that is a Business Day not less than 25 nor more than 40 Business Days after the Company Notice Date (as defined in Section 3.08(b)), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(c). (b) No later than 30 days after the occurrence of a Change of Control, the Company shall mail a written notice of the Change of Control by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law), which notice shall comply with the requirements of Section 3.09(d) (the "COMPANY NOTICE"). As used in this Indenture, the "COMPANY NOTICE DATE" means the date on which the Company sends the Company Notice. (c) A Holder may exercise its rights specified in Section 3.08(a) upon delivery of a written notice of purchase (a "CHANGE OF CONTROL" will be deemed CONTROL PURCHASE NOTICE") to have occurred the Paying Agent at such any time after on or prior to the Securities are originally issued when any close of business on the following events shall occursecond Business Day immediately preceding the Change of Control Purchase Date stating: (i) the acquisition by any person, including any syndicate or group deemed certificate number of the Security which the Holder will deliver to be a "person" under Section 13(d)(3) of purchased or the Exchange Act of beneficial ownership, directly or indirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that any of those persons shall be deemed to appropriate Depositary procedures if Certificated Securities have beneficial ownership of all securities it has the right to acquire, whether the right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); ornot been issued; (ii) the first day on which a majority portion of the members principal amount of the board Security which the Holder will deliver to be purchased, which portion must be $1,000 or an integral multiple of directors of the Company are not Continuing Directors; or$1,000; (iii) that such Security shall be purchased pursuant to the terms and conditions specified in Section 6 of the Securities and in this Indenture; and (iv) that, in the event the Company consolidates elects, pursuant to Section 3.09, to pay the Change of Control Purchase Price, in whole or merges with in part, in shares of Applicable Stock but such portion of the Change of Control Purchase Price shall ultimately be paid to such Holder entirely in cash because any of the conditions to payment of the Change of Control Purchase Price in shares of Applicable Stock are not satisfied prior to the close of business on the last day prior to the relevant Change of Control Purchase Date, as set forth in Section 3.09, whether such Holder elects (i) to withdraw such Change of Control Purchase Notice as to some or into any other person, any merger of another person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company's properties Securities to which such Change of Control Purchase Notice relates (stating the principal amount and assets to another personcertificate numbers, other than: (A) any transaction: (1) that does not result in any reclassificationif any, conversion, exchange or cancellation of outstanding shares of the Company's Capital StockSecurities as to which such withdrawal shall relate), or (ii) to receive cash in respect of the entire Change of Control Purchase Price for all Securities (or portions thereof) to which such Change of Control Purchase Notice relates. (d) The delivery of such Security to the Paying Agent with the Change of Control Purchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Change of Control Purchase Price therefor; and (2) provided, however, that such Change of Control Purchase Price shall be so paid pursuant to which holders of the Company's Capital Stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly 50% or more of the total voting power of all shares of Capital Stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such issuance; this Section 3.08 and (B) any merger, share exchange, transfer of assets or similar transaction solely for the purpose of changing the Company's jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the surviving Person or a direct or indirect parent of the surviving corporation.Section