Common use of Purchase of Securities at Option Clause in Contracts

Purchase of Securities at Option. of the Holder Upon Change in Control (a) If at any time that Securities remain outstanding there shall have occurred a Change in Control, Securities shall be purchased by the Company at the option of the Holder thereof, as of the date that is 30 Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date") at a purchase price equal to 100% of the principal amount thereof (the "Change in Control Purchase Price") plus accrued interest up to but not including the Change in Control Purchase Date, subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.8. A "Change in Control" shall be deemed to have occurred at such time after the initial issuance of the Securities if there shall occur: (1) any Person or group, other than the Permitted Holders, is or becomes owner, directly or indirectly, of shares of capital stock of the Company representing 50% of the total voting power of all shares of capital stock of the Company or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors of the Company; (2) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company, or any Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the Person or Persons that "beneficially owned," directly or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the Company immediately prior to such transaction, "beneficially own," directly or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the surviving or transferee Person; (3) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination for election by the stockholders of the Company was previously approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than by action of the Permitted Holders) to constitute a majority of the Board of Directors of the Company, then in office; or (4) there shall occur the liquidation or dissolution of the Company. For purposes of a Change in Control, "group" has the meaning under Section 13(d) and 14(d) of the Exchange Act or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act. Notwithstanding the foregoing, a Change of Control will be deemed not to have occurred (i) if the last sale price of the Common Stock for any five trading days during the ten trading days immediately preceding the Change of Control is at least equal to 105% of the Conversion Price in effect immediately preceding the Change of Control or (ii) if at least 90% of the consideration (excluding cash payments for fractional shares or cash payments for appraisal rights) in the transaction or transactions constituting the Change in Control consists of shares of common Stock or securities convertible into shares of common stock that are, or upon issuance will be, traded on a national securities exchange or through the Nasdaq National Market. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of this Indenture, except that, for purposes of this subsection (a), the number of shares of capital stock of the Company entitling the holders thereof to vote generally in elections of directors shall be deemed to include, in addition to all outstanding shares of capital stock of the Company entitling the holders thereof to vote generally in the election of directors and Unissued Shares deemed to be held by the Person with respect to which the Change in Control determination is being made, all

Purchase of Securities at Option. of the --------------------------------------- Holder Upon upon Change in Control. (a) If at any time that Securities remain ----------------------------- outstanding there shall have occurred a Change in ControlControl (as hereinafter defined), Securities shall be purchased repurchased by the Company Company, at the option of the Holder thereof, as of the date that is 30 Business Days after the occurrence of the Change in Control at a purchase price (the "Change in Control Purchase Date-------------------------- Price") at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid ----- interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, up to and including the date (the "Change in Control Purchase Price") plus accrued interest up to but not including the Change in --------- Control Purchase Date") fixed by the Company that is not less than 45 days --------------------- nor more than 60 days after the date of the Company Notice, subject to satisfaction by or on behalf of any the Holder of the requirements set forth in subsection (c) Section 3.09(c). Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Change in Control Purchase Price payable in respect of such Security to the extent that such Change in Control Purchase Price is, was or would be payable at such time, and express mention of the Change in Control Purchase Price in any provision of this Section 3.8. Indenture shall not be construed as excluding the Change in Control Purchase Price in those provisions of this Indenture when such express mention is not made. A "" Change in Control" shall be deemed to have occurred at ----------------- such time after the initial original issuance of the Securities if there shall as any of the following occur: (1i) any Person sale, lease, exchange or group, other than the Permitted Holders, is transfer (in one transaction or becomes owner, directly or indirectly, a series of shares of capital stock of the Company representing 50% of the total voting power of all shares of capital stock of the Company or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors of the Company; (2related transactions) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the CompanyCompany and its subsidiaries, taken as a whole, to any person or any Person consolidates withgroup of related persons, or merges with or into, as defined in Section 13(d) of the Company, in any such event other than pursuant to Exchange Act (a transaction in which "Group"); ----- (ii) the Person or Persons that "beneficially owned," directly or indirectly, shares approval by the holders of capital stock Capital Stock of the Company representing a majority of the total voting power of all classes of capital stock of the Company immediately prior to such transaction, "beneficially own," directly any plan or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the surviving or transferee Person; (3) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination proposal for election by the stockholders of the Company was previously approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than by action of the Permitted Holders) to constitute a majority of the Board of Directors of the Company, then in office; or (4) there shall occur the liquidation or dissolution of the Company. For purposes Company (whether or not otherwise in compliance with the provisions of a Change in Control, "group" has the meaning under Section 13(dthis Indenture); (iii) and 14(d) of the Exchange Act any person or Group (other than Xxxxxx X. Xxxxxxxx or any successor provision to either of his direct descendants) shall become the foregoing, including any group acting for the purpose beneficial owner of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act. Notwithstanding the foregoing, a Change of Control will be deemed not to have occurred (i) if the last sale price of the Common Stock for any five trading days during the ten trading days immediately preceding the Change of Control is at least equal to 105shares representing more than 50% of the Conversion Price in effect immediately preceding aggregate ordinary voting power represented by the Change Company's issued and outstanding Voting Stock; or (iv) the first day of Control or (ii) if at least 90% which a majority of the consideration (excluding cash payments for fractional shares or cash payments for appraisal rights) in the transaction or transactions constituting the Change in Control consists of shares of common Stock or securities convertible into shares of common stock that are, or upon issuance will be, traded on a national securities exchange or through the Nasdaq National Market. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of this Indenture, except that, for purposes of this subsection (a), the number of shares of capital stock members of the Company entitling the holders thereof to vote generally in elections Company's Board of directors shall be deemed to include, in addition to all outstanding shares of capital stock of the Company entitling the holders thereof to vote generally in the election of directors and Unissued Shares deemed to be held by the Person with respect to which the Change in Control determination is being made, allDirectors are not Continuing Directors (as hereinafter defined).

Purchase of Securities at Option. of the Holder Upon upon Change in ---------------------------------------------------------- of Control. (a1) If at any time that Securities remain outstanding there shall have occurred a Change in Controlof Control occurs (subject to certain exceptions ---------- set forth below), 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 specified in Section 6 of the Securities (the "Change of Control Purchase Price"), as of the date that is 30 Business Days days after the occurrence date of a notice of Change of Control delivered by the Change in Control Company (the "Change in of Control Purchase Date") at a purchase price equal to 100% of the principal amount thereof (the "Change in Control Purchase Price") plus accrued interest up to but not including the Change in Control Purchase Date), subject to satisfaction by or on behalf of any the Holder of the requirements set forth in subsection (c) of this Section 3.83.8(c). A "Change in of Control" shall will be deemed to have occurred at such time after the initial issuance Securities are originally issued when any of the Securities if there following events shall occur: (1i) the acquisition by any Person person, including any syndicate or group, other than group deemed to be a "person" under Section 13(d) (3) of the Permitted Holders, is or becomes ownerExchange Act of beneficial ownership, directly or indirectlyindirectly through a purchase, merger or other acquisition transaction or series of purchase, merger or other acquisition transactions, of shares of capital stock the Capital Stock of the Company representing entitling that person to exercise 50% or more of the total voting power of all shares of capital stock 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 powerright to acquire, directly whether the right is currently exercisable or indirectly, to elect 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 board of Directors directors of the Company;Company are not Continuing Directors; or (2iii) the Company consolidates with, or merges with or intointo any other person, any merger of another Person person into the Company, or the Company sellsany conveyance, assignstransfer, conveyssale, transfers, leases lease or otherwise disposes 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, or any Person consolidates with, or merges with or into, '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, in any such event other than pursuant to a transaction in which the Person or Persons that "beneficially owned," directly or indirectly, shares of capital stock of the Company representing a majority indirectly 50% or more of the total voting power of all classes of capital stock of the Company immediately prior to such transaction, "beneficially own," directly or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the surviving or transferee Person; (3) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination for election by the stockholders of the Company was previously approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than by action of the Permitted Holders) to constitute a majority of the Board of Directors of the Company, then in office; or (4) there shall occur the liquidation or dissolution of the Company. For purposes of a Change in Control, "group" has the meaning under Section 13(d) and 14(d) of the Exchange Act or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act. Notwithstanding the foregoing, a Change of Control will be deemed not to have occurred (i) if the last sale price of the Common Capital Stock for any five trading days during the ten trading days immediately preceding the Change of Control is at least equal to 105% of the Conversion Price in effect immediately preceding the Change of Control or (ii) if at least 90% of the consideration (excluding cash payments for fractional shares or cash payments for appraisal rights) in the transaction or transactions constituting the Change in Control consists of shares of common Stock or securities convertible into shares of common stock that are, or upon issuance will be, traded on a national securities exchange or through the Nasdaq National Market. A "beneficial owner" shall be determined in accordance with Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on the date of execution of this Indenture, except that, for purposes of this subsection (a), the number of shares of capital stock of the Company entitling the holders thereof entitled to vote generally in elections of directors shall be deemed of the continuing or surviving Person immediately after giving effect to includesuch 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 addition to all a reclassification, conversion or exchange of outstanding shares of capital stock Common Stock, if at all, solely into shares of common stock, ordinary shares or American Depositary Shares of the Company entitling surviving Person or a direct or indirect parent of the holders thereof to vote generally in the election of directors and Unissued Shares deemed to be held by the Person with respect to which the Change in Control determination is being made, allsurviving corporation.

Purchase of Securities at Option. of the Holder Upon upon Change in Control . (a) If at any time that Securities remain outstanding there shall have occurred a Change in ControlControl (as hereinafter defined), Securities shall be purchased repurchased by the Company Company, at the option of the Holder thereof, as of at a purchase price (the date that is 30 Business Days after the occurrence of the "Change in Control Purchase Price") equal to the principal amount thereof plus accrued and unpaid interest, if any (including contingent interest, if any), and Liquidated Damages, if any, thereon, up to and including the date (the "Change in Control Purchase Date") at a purchase price equal to 100% of fixed by the principal amount thereof Company that is not less than 45 days nor more than 60 days after the date notice is given (the "Change as set forth in Control Purchase Price") plus accrued interest up to but not including the Change in Control Purchase Date3.09(b)), subject to satisfaction by or on behalf of any the Holder of the requirements set forth in subsection (c) Section 3.09(c). Whenever in this Indenture there is a reference to the principal of any Security as of any time, such reference shall be deemed to include reference to the Change in Control Purchase Price payable in respect of such Security to the extent that such Change in Control Purchase Price is, was or would be payable at such time, and express mention of the Change in Control Purchase Price in any provision of this Section 3.8Indenture shall not be construed as excluding the Change in Control Purchase Price in those provisions of this Indenture when such express mention is not made. A "Change in Control" shall be deemed to have occurred at such time after the initial original issuance of the Securities if there shall as any of the following occur: (1i) any Person sale, lease, exchange or group, other than the Permitted Holders, is transfer (in one transaction or becomes owner, directly or indirectly, a series of shares of capital stock of the Company representing 50% of the total voting power of all shares of capital stock of the Company or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors of the Company; (2related transactions) the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the CompanyCompany and its subsidiaries, taken as a whole, to any person or any Person consolidates withgroup of related persons, as defined in Section 13(d) of the Exchange Act (a "Group") (whether or merges not otherwise in compliance with or into, the Company, in any such event other than pursuant to a transaction in which provisions of this Indenture); (ii) the Person or Persons that "beneficially owned," directly or indirectly, shares approval by the holders of capital stock Capital Stock of the Company representing a majority of the total voting power of all classes of capital stock of the Company immediately prior to such transaction, "beneficially own," directly any plan or indirectly, shares of capital stock of the Company representing a majority of the total voting power of all classes of capital stock of the surviving or transferee Person; (3) during any consecutive two year period, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors of the Company or whose nomination proposal for election by the stockholders of the Company was previously approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason (other than by action of the Permitted Holders) to constitute a majority of the Board of Directors of the Company, then in office; or (4) there shall occur the liquidation or dissolution of the Company. For purposes Company (whether or not otherwise in compliance with the provisions of a Change in Control, "group" has this Indenture); (iii) any person or Group shall become the meaning under Section 13(d) and 14(d) beneficial owner of the Exchange Act or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act. Notwithstanding the foregoing, a Change of Control will be deemed not to have occurred (i) if the last sale price of the Common Stock for any five trading days during the ten trading days immediately preceding the Change of Control is at least equal to 105shares representing more than 50% of the Conversion Price in effect immediately preceding aggregate ordinary voting power represented by the Change Company's issued and outstanding Voting Stock; or (iv) the first day of Control or (ii) if at least 90% which a majority of the consideration members of the Company's Board of Directors are not Continuing Directors (excluding cash payments for fractional shares or cash payments for appraisal rights) in the transaction or transactions constituting the Change in Control consists of shares of common Stock or securities convertible into shares of common stock that are, or upon issuance will be, traded on a national securities exchange or through the Nasdaq National Marketas hereinafter defined). A "beneficial ownerBeneficial Owner" shall be determined in accordance with Rule 13d-3 and Rule 13d-5 promulgated by the Commission SEC under the Exchange Act, as in effect on the date of execution of this IndentureAct or any successor provision, except that, for purposes of this subsection (a), the number of shares of capital stock of the Company entitling the holders thereof to vote generally in elections of directors that a Person shall be deemed to includehave "beneficial ownership" of all securities that such Person has the right to acquire, in addition to all outstanding shares whether exercisable immediately or only after the passage of capital stock of the Company entitling the holders thereof to vote generally in the election of directors and Unissued Shares deemed to be held by the Person with respect to which the Change in Control determination is being made, alltime.