Common use of Share Exchange Events Clause in Contracts

Share Exchange Events. In the case of: (i) any recapitalization, reclassification or change of Ordinary Shares (other than changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the Guarantor; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Guarantor and its Subsidiaries; or (iv) any statutory share exchange, in each case, as a result of which the ADSs would be converted into, or exchanged for, or represent solely the right to receive, shares, stock other securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event” and any such shares, stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one ADS immediately prior to such Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall (i) notify the Trustee promptly in writing and issue a press release containing the relevant information, or make such relevant information available on its website and (ii) execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the right to exchange each $1,000 principal amount of Notes for ADSs shall be changed into a right to exchange such principal amount of Notes into the type and amount of Reference Property that a holder of a number of ADSs equal to the Exchange Rate immediately prior to such specified transaction would have owned or been entitled to receive upon such Share Exchange Event. If a Share Exchange Event causes the Ordinary Shares to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Ordinary Share, of the types and amounts of consideration received by the holders of Ordinary Shares that affirmatively make such an election (or, if no holders of Ordinary Shares make such an election, the types and amounts of consideration actually received by holders of Ordinary Shares), and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Ordinary Share. The Guarantor shall notify Holders, the Trustee and the Exchange Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this Article 4. If the Reference Property in respect of any Share Exchange Event includes shares, securities or other property or assets of a Person other than the Company, the Guarantor or, in the case of a transaction described in Article 9, the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to Article 3, as the Guarantor’s Board of Directors shall reasonably consider necessary by reason of the foregoing.

Share Exchange Events. In the case of: (i) any recapitalization, reclassification or change of Ordinary Common Shares (other than changes resulting from a stock split, reverse stock split or other subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the GuarantorCompany; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Guarantor Company, its Subsidiaries and its Subsidiariesvariable interest entities, taken together as a whole; or (iv) any statutory share exchange, in each case, as a result of which the ADSs Common Shares would be converted into, or exchanged for, or represent solely the right to receive, sharesstock, stock other securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event” and any such shares, stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one ADS Common Share immediately prior to such Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall (i) notify the Trustee promptly in writing and issue a press release containing the relevant information, or make such relevant information available on its website and (ii) execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the right consideration due upon conversion of any Notes, and the conditions to exchange any such conversion, will be determined in the same manner as if each $1,000 principal amount reference to any number of Notes for ADSs shall be changed into Common Shares in Article 4 were instead a right reference to exchange such principal amount of Notes into the type and amount same number of Reference Property that a holder of a number of ADSs equal to the Exchange Rate immediately prior to such specified transaction would have owned or been entitled to receive upon such Share Exchange EventUnits. If a Share Exchange Event causes the Ordinary Common Shares to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Ordinary Common Share, of the types and amounts of consideration received by the holders of Ordinary Common Shares that affirmatively make such an election (or, if no holders of Ordinary Shares make such an election, the types and amounts of consideration actually received by holders of Ordinary Shares), and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Ordinary Common Share. The Guarantor Company shall notify Holders, the Trustee and the Exchange Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. Notwithstanding anything to the contrary herein, if the Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs after the effective date of the Share Exchange Event described above, and the Company will pay the cash due upon such conversions no later than the third Business Day after the Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this Article 4. If the Reference Property in respect of any Share Exchange Event includes sharesshares of stock, securities or other property or assets of a Person other than the Company, the Guarantor Company or, in the case of a transaction described in Article 9, the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to Article 3, as the Guarantor’s Board of Directors shall reasonably consider necessary by reason of the foregoing.

Share Exchange Events. In the case of: (i) any recapitalization, reclassification or change of Ordinary Shares Common Stock (other than a change to par value or from par value to no par value or other than changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the GuarantorCompany; (iii) any sale, lease or other transfer to a third party of all or substantially all of the consolidated assets of the Guarantor Company and its Subsidiaries, taken as a whole; or (iv) any statutory share exchange, in each case, as a result of which the ADSs Common Stock would be converted into, or exchanged for, or represent solely the right to receive, sharesstock, stock other securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event” and any such shares, stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one ADS share of Common Stock immediately prior to such Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall (i) notify the Trustee promptly in writing and issue a press release containing the relevant information, or make such relevant information available on its website and (ii) execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the right consideration due upon conversion of any Notes, and the conditions to exchange any such conversion, will be determined in the same manner as if each $1,000 principal amount reference to any number of Notes for ADSs shall be changed into shares of Common Stock in this Article 4 were instead a right reference to exchange such principal amount of Notes into the type and amount same number of Reference Property that a holder of a number of ADSs equal to the Exchange Rate immediately prior to such specified transaction would have owned or been entitled to receive upon such Share Exchange EventUnits. If a Share Exchange Event causes the Ordinary Shares Common Stock to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Ordinary Share, average of the types and amounts of consideration received by the holders of Ordinary Shares that affirmatively make such an election (or, if no holders of Ordinary Shares make such an election, the types and amounts of consideration actually received by holders of Ordinary SharesCommon Stock), and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Ordinary Shareshare of Common Stock. The Guarantor Company shall notify Holders, the Trustee and the Exchange Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. Notwithstanding anything to the contrary herein, if the Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs after the effective date of the Share Exchange Event described above, and the Company will pay the cash due upon such conversions no later than the second Business Day after the Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this Article 4. If the Reference Property in respect of any Share Exchange Event includes sharesshares of stock, securities or other property or assets of a Person other than the Company, the Guarantor Company or, in the case of a transaction described in Article 9, the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the right of Holders to require the Company to purchase repurchase their Notes upon a Fundamental Change pursuant to Article 3, as the Guarantor’s Board of Directors Company shall reasonably consider necessary by reason of the foregoing.

Share Exchange Events. In the case of: (i) any recapitalization, reclassification or change of Ordinary Shares Common Stock (other than changes to par value, or from par value to no par value, and changes resulting from a subdivision or combination); (ii) any consolidation, merger, combination or similar transaction involving the GuarantorCompany; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Guarantor Company and its Subsidiaries; or (iv) any statutory share exchange, in each case, as a result of which the ADSs Common Stock would be converted into, or exchanged for, or represent solely the right to receive, sharesstock, stock other securities or other property or assets (including cash or any combination thereof) (any such event, a “Share Exchange Event” and any such shares, stock, other securities or other property or assets, “Reference Property,” and the amount of Reference Property that a holder of one ADS share of Common Stock immediately prior to such Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing company, as the case may be, shall (i) notify the Trustee promptly in writing and issue a press release containing the relevant information, or make such relevant information available on its website and (ii) execute with the Trustee a supplemental indenture providing that, at and after the effective time of such Share Exchange Event, the right consideration due upon conversion of any Notes, and the conditions to exchange any such conversion, will be determined in the same manner as if each $1,000 principal amount reference to any number of Notes for ADSs shall be changed into shares of Common Stock in Article 4 were instead a right reference to exchange such principal amount of Notes into the type and amount same number of Reference Property that a holder of a number of ADSs equal to the Exchange Rate immediately prior to such specified transaction would have owned or been entitled to receive upon such Share Exchange EventUnits. If a Share Exchange Event causes the Ordinary Shares Common Stock to be converted into, or exchanged for, or represent solely the right to receive, more than a single type of consideration (determined based in part upon any form of stockholder election), then (i) the Reference Property shall be deemed to be the weighted average, per Ordinary Shareshare of Common Stock, of the types and amounts of consideration received by the holders of Ordinary Shares Common Stock that affirmatively make such an election (or, if no holders of Ordinary Shares Common Stock make such an election, the types and amounts of consideration actually received by holders of Ordinary SharesCommon Stock), and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one Ordinary Shareshare of Common Stock. The Guarantor Company shall notify Holders, the Trustee and the Exchange Conversion Agent (if other than the Trustee) in writing of such weighted average as soon as practicable after such determination is made. Notwithstanding anything to the contrary herein, if the Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Cash Settlement in respect of all conversions whose Conversion Date occurs after the effective date of the Share Exchange Event described above, and the Company will pay the cash due upon such conversions no later than the third Business Day after the Conversion Date. For these purposes, the Daily VWAP or Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities will be the fair value of such Reference Property unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that are as nearly equivalent as possible to the adjustments provided for in this Article 44 (it being understood that no adjustment shall be required with respect to any portion of the Reference Property that does not consist of any of common stock, securities convertible into or exchangeable for common stock or rights, options, or warrants to subscribe for or purchase common stock, in each case, whether cash-settled, net-share-settled or otherwise). If the Reference Property in respect of any Share Exchange Event includes sharesshares of stock, securities or other property or assets of a Person other than the Company, the Guarantor Company or, in the case of a transaction described in Article 9, the Successor Company, then such supplemental indenture shall also be executed by such other Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to Article 3, as the Guarantor’s Board of Directors Company shall reasonably consider necessary by reason of the foregoing.