Common use of Restriction on Conversions Clause in Contracts

Restriction on Conversions. (A) Notwithstanding anything to the contrary in this Indenture or the Notes, no Ordinary Shares will be issued upon conversion of any Note, no Note will be convertible by the Holder thereof, and the Company will not effect any conversion of any Note, in each case to the extent, and only to the extent, that such issuance, convertibility or conversion would result in such Holder or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) beneficially owning in excess of 9.9% of the then-outstanding Ordinary Shares. For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For the avoidance of doubt, the limitations on the convertibility of any Note pursuant to this Section 5.08(A) will not, in themselves, cause such Note to cease to be outstanding (and interest will continue to accrue on any portion of a Note that has been tendered for conversion and whose convertibility is suspended pursuant to this Section 5.08(A)), and such limitations will cease to apply if and when such Note’s convertibility and conversion will not violate this Section 5.08(A). Each Holder, by notice to the Company, may elect in connection with any conversion of Notes that the provisions of this Section 5.08(A) not apply to such Holder; provided, however, upon delivery of such a notice to the Company, the provisions of this Section 5.08(A) will continue to apply to such conversion until the sixty-first (61st) calendar day following such delivery. For the avoidance of doubt, nothing in this Section 5.08(A) will affect the Company’s ability to elect any Settlement Method in accordance with this Indenture. Except to the extent the Company has received a notice as set forth in the preceding sentence, the Company and Trustee may conclusively rely on a Holder’s completion of the applicable procedures set forth in Section 5.02(A) as evidence that such conversion will not violate this Section 5.08(A).

Restriction on Conversions. (A) Notwithstanding anything to the contrary in this Indenture or the Notes, no Ordinary Shares shares of Common Stock will be issued upon conversion of any Note, no Note will be convertible by and the Holder thereof, and the Company will not effect become or be deemed to become the holder or beneficial owner of any shares of Common Stock issuable upon conversion of any Note, in each case to the extent, and only to the extent, that such issuance, convertibility or conversion would result in after giving effect thereto such Holder or a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which such Holder is a part would beneficially owning own in excess of nine and nine tenths percent (9.9% %) of the then-outstanding Ordinary Sharesshares of Common Stock; provided, however, that this Section 5.09 will not apply to any Holder that is subject to Section 16(a) or (b) of the Exchange Act with respect to the Company without regard to the Notes. For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For the avoidance of doubt, the limitations on the convertibility of any Note pursuant to this Section 5.08(A) will not, in themselves, cause such Note to cease to be outstanding (and interest will continue to accrue on any portion of a Note that has been tendered for conversion and whose convertibility is suspended pursuant to this Section 5.08(A)), and such limitations will cease to apply if and when such Note’s convertibility and conversion will not violate this Section 5.08(A). Each Holder, by notice to the Company, may elect in connection with any conversion of Notes that the provisions of this Section 5.08(A) not apply to such Holder; provided, however, upon delivery of such a notice to the Company, the provisions of this Section 5.08(A) will continue to apply to such conversion until the sixty-first (61st) calendar day following such delivery. For the avoidance of doubt, nothing in this Section 5.08(A) 5.09 will affect the Company’s ability to elect any Settlement Method in accordance with this Indenture. Except If any delivery owed to a Holder hereunder is not made, in whole or in part, as a result of the limitation set forth above in this Section 5.09, the Company’s obligation to make such delivery shall not be extinguished (notwithstanding the occurrence of the Redemption Date or the Maturity Date after the applicable Conversion Date but on or prior to the extent date of such delivery), and the Company has received a shall make such delivery as promptly as practicable, and in any event within two (2) Business Days, after such Holder gives notice as to it that, after such delivery, the limitation set forth above in the preceding sentence, the Company and Trustee may conclusively rely on a Holder’s completion of the applicable procedures set forth in Section 5.02(A) as evidence that such conversion will not violate this Section 5.08(A)5.09 would not be exceeded.