Common use of Repurchase at the Option of the Holder Upon a Fundamental Change Clause in Contracts

Repurchase at the Option of the Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion of the Original Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000, for cash on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 15 calendar days and not more than 35 calendar days after the date of the Fundamental Change Repurchase Right Notice, at a repurchase price equal to 100% of the Accreted Principal Amount thereof, together with accrued and unpaid Interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”) (subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 11.09(a)) unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holder of record at 5:00 p.m., New York City time, on the corresponding Regular Record Date. Notwithstanding the foregoing, Holders shall not have the right to require the Company to repurchase any Securities under this Section 11.09 based on a Fundamental Change under clause (1), (2) or (3) of the definition thereof (and the Company shall not be required to deliver the Fundamental Change Repurchase Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in connection with a transaction otherwise constituting a Fundamental Change under clause (1), (2) or (3) of the definition thereof consists of shares of common equity traded on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors) (or will be so traded immediately following such transaction or transactions) and, as a result of such transaction or transactions, the Securities become convertible into such shares of such common equity pursuant to Section 12.10 (or cash or a combination of cash and such shares of such common equity pursuant to Section 12.10, if the Company so elects or has so elected). Repurchases of Securities under this Section 11.09 shall be made, at the option of the Holder thereof, upon:

Repurchase at the Option of the Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion of the Original Principal Amount thereof that is equal to $1,000 or an integral a multiple of $1,0001,000 principal amount, for cash on the date (“the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 15 20 calendar days and not more than 35 calendar days after the date of the Fundamental Change Repurchase Right Notice, Notice at a repurchase price equal to 100% of the Accreted Principal Amount principal amount thereof, together with accrued and unpaid Interest interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”) (subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 11.09(a)) Date, unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall instead pay the full amount of accrued and unpaid Interest interest payable on such Interest Payment Date to the Holder of record at 5:00 p.m., New York City time, the close of business on the corresponding Regular Record DateDate (the “Fundamental Change Repurchase Price”). Notwithstanding However, notwithstanding the foregoing, Holders shall not have the right to require the Company to repurchase any Securities under this Section 11.09 based on a Fundamental Change under clause (1), (2) or (3) of the definition thereof (and the Company shall not be required to deliver the Fundamental Change Repurchase Right Notice incidental thereto), ) if a Fundamental Change under clauses (1) or (2) of the definition of Fundamental Change occurs and at least 90% of the consideration paid for the Company’s Common Stock (excluding cash payments for fractional shares and and, cash payments made pursuant to dissenters’ dissenter’s appraisal rights and cash dividends) in connection with a transaction otherwise constituting the case of a Fundamental Change under clause (1), (2) or (3) of the definition thereof of Fundamental Change consists of shares of common equity or American Depositary Receipts in respect of shares of common equity traded on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Select Market (or any of their respective successors) (or will be so traded immediately following the completion of the merger or consolidation or such transaction or transactionsother transaction) and, as a result of such transaction or transactions, the Securities become convertible into such shares of Common Stock or such common equity pursuant to Section 12.10 (or cash or a combination of cash and such shares of such common equity pursuant to Section 12.10, if the Company so elects or has so elected)American Depositary Receipts. Repurchases of Securities under this Section 11.09 1101 shall be made, at the option of the Holder thereof, upon:

Repurchase at the Option of the Holder Upon a Fundamental Change. (a) If a Fundamental Change occurs at any timeAt the option of the Holder and subject to the terms and conditions of the Indenture, then each Holder shall have the right, at such Holder’s option, to require the Company shall become obligated to repurchase all of such Holder’s Securities or any a portion of the Original Principal Amount thereof that Securities specified by the Holder (so long as the principal amount of such part is equal to $1,000 or an integral a multiple of $1,000, for cash 1,000 in excess thereof) on the date (the “Fundamental Change Repurchase Date”) specified designated by the Company that is not less than 15 calendar 30 days and not nor more than 35 calendar 60 days after the date of the written notice of such Fundamental Change at a Fundamental Change Repurchase Right Notice, at a repurchase price Price equal to 100% of the Accreted Principal Amount thereofprincipal amount, together with plus accrued and unpaid Interest thereon interest to, but excluding, the Fundamental Change Repurchase Date (Date, payable in Cash, plus the “Fundamental Change Repurchase Price”) (subject to satisfaction by or on behalf Make Whole Premium, if any, determined in accordance with the terms of the Holder of the requirements set forth in Section 11.09(a)) unless such Indenture; provided, that if a Fundamental Change Repurchase Date falls after a Regular an Interest Payment Record Date and on or prior to before the corresponding Interest Payment Date, then the interest shall be payable to the Holders in which case whose name the Securities are registered at the close of business on the Interest Payment Record Date. Within 30 days after the occurrence of a Fundamental Change, the Company shall pay mail or cause the full amount Trustee to mail to all Holders of accrued record of the Securities a notice (the "FUNDAMENTAL CHANGE NOTICE") describing, among other things, the occurrence of such Fundamental Change and unpaid Interest payable on such Interest Payment Date of the repurchase right arising as a result thereof as well as the Fundamental Change Repurchase Date. The Company must deliver a copy of the Fundamental Change Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, the City of New York, which newspaper shall be The Wall Street Journal, if still in circulation at such time. To exercise the repurchase right, a Holder of record the Securities must deliver a Fundamental Change Repurchase Notice to the Paying Agent at 5:00 p.m., New York City time, any time prior to the close of business on the corresponding Regular Record Business Day prior to the Fundamental Change Repurchase Date. Notwithstanding the foregoing, Holders The Holder shall not have the right to require the Company to repurchase withdraw any Securities under this Section 11.09 based on a Fundamental Change under clause (1), (2) or (3) Repurchase Notice at any time prior to the close of business on the definition thereof (and the Company shall not be required Business Day prior to deliver the Fundamental Change Repurchase Right Notice incidental thereto), if at least 90% Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in connection with a transaction otherwise constituting a Fundamental Change under clause (1), (2) or (3) of the definition thereof consists of shares of common equity traded on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors) (or will be so traded immediately following such transaction or transactions) and, as a result of such transaction or transactions, the Securities become convertible into such shares of such common equity pursuant to Section 12.10 (or cash or a combination of cash and such shares of such common equity pursuant to Section 12.10, if the Company so elects or has so elected). Repurchases of Securities under this Section 11.09 shall be made, at the option of the Holder thereof, upon:Indenture.

Repurchase at the Option of the Holder Upon a Fundamental Change. (a) If Upon the occurrence of a Fundamental Change occurs at any timeChange, then each Holder holder of Series A Preference Shares shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Securities or any portion of the Original Principal Amount thereof that is equal to $1,000 or an integral multiple of $1,000, for cash on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than 15 calendar days and not more than 35 calendar days after the date of the Fundamental Change Repurchase Right Notice, at a repurchase price equal to 100% of the Accreted Principal Amount thereof, together with accrued and unpaid Interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”) (subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 11.09(a)) unless such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, in which case the Company shall pay the full amount of accrued and unpaid Interest payable on such Interest Payment Date to the Holder of record at 5:00 p.m., New York City time, on the corresponding Regular Record Date. Notwithstanding the foregoing, Holders shall not have the right to require the Company to repurchase, subject to compliance with Section 42A of the Companies Xxx 0000 of Bermuda, by irrevocable, written notice to the Company, any or all of such holder’s Series A Preference Shares. Upon such repurchase, the Company will pay or deliver, as applicable, at such holder’s election, either (i) cash in an amount equal to 101% of the Stated Value of such Series A Preference Shares plus the accrued, but unpaid, Dividends on such shares (other than any such Regular Dividends included in such Stated Value) to, but excluding, the Repurchase Date; or (ii) the amount of cash and/or other assets such holder would have received had such holder, immediately prior to such Fundamental Change, converted such Series A Preference Shares and, if applicable, been entitled to participate in such Fundamental Change as a holder of Common Shares; provided, however, that if the Repurchase Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid on the Series A Preference Shares notwithstanding any repurchase any Securities under of Series A Preference Shares pursuant to this Section 11.09 based 8(c); and (y) the amount of such Dividend, if a Regular Dividend, will not be included in the sum in clause (i) above; provided, further, that the Company will in no event fix a Repurchase Date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Company shall have declared and set aside the full amount of Dividends due on such Dividend Payment Date. No later than the effective date of the occurrence of a Fundamental Change, the Company shall send notice (in the manner set forth in Section 11) to the holders of record of Series A Preference Shares stating (1) that a Fundamental Change under clause (1)has occurred, (2) or that all Series A Preference Shares tendered in accordance with this Series A Certificate will be repurchased on the repurchase date (the “Repurchase Date”), which will be specified in such notice and must be a Business Day of the Company’s choosing that is no earlier than 30, nor later than 60 calendar days after the date such notice is sent and (3) the procedures that holders of the definition thereof (and Series A Preference Shares must follow in order for their Series A Preference Shares to be repurchased, including the place or places where certificates for such shares are to be surrendered for payment of the repurchase price. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. To tender any Series A Preference Shares for repurchase pursuant to this Section 8(c), the holder of such Series A Preference Shares must tender such shares to the Company shall not be required to deliver no later than the Fundamental Change Close of Business on the second (2nd) Business Day immediately preceding the Repurchase Right Notice incidental thereto), if at least 90% of the consideration paid for the Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights and cash dividends) in connection with a transaction otherwise constituting a Fundamental Change under clause (1), (2) or (3) of the definition thereof consists of shares of common equity traded on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select Market (or any of their respective successors) (or will be so traded immediately following such transaction or transactions) and, as a result of such transaction or transactions, the Securities become convertible into such shares of such common equity pursuant to Section 12.10 (or cash or a combination of cash and such shares of such common equity pursuant to Section 12.10, if the Company so elects or has so elected). Repurchases of Securities under this Section 11.09 shall be made, at the option of the Holder thereof, upon:Date.