Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities together with other securities or separately. The debt securities may be secured or unsecured, may be senior, senior subordinated or subordinated, and may be convertible or exchangeable into shares of our ordinary shares. The debt securities will be issued under an indenture between us and a trustee identified in the applicable prospectus supplement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The executed indenture will be incorporated by reference from a report on Form 6-K. We encourage you to read the indenture, which will govern your rights as a holder of debt securities. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The applicable prospectus supplement, including any applicable pricing supplement, will set forth, to the extent required, the following terms of each series of debt securities in respect of which the prospectus supplement is delivered: • the title of the series; • the aggregate principal amount; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) and, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities; • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index, or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any events of default; • the terms and conditions, if any, for conversion into or exchange for our ordinary shares; • any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our company. One or more debt securities may be sold at a substantial discount below their stated principal amount. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations that apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections and general tax considerations relating to the debt securities and the foreign currency or currencies (or foreign currency unit or units) in the applicable prospectus supplement. The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities together with other securities or separately. The debt securities may be secured or unsecured, may be senioras described in the applicable prospectus supplement, senior subordinated or subordinated, and may be convertible or exchangeable into shares of our ordinary shares. The debt securities will be issued under an indenture to be entered into between us our company and a the trustee that meets certain requirements identified in the applicable prospectus supplement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. The executed indenture will be incorporated by reference from a report on Form 6-K. We encourage you to read the indenture, which will govern your rights as a holder of debt securities. The indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The applicable prospectus supplement, including any applicable pricing supplement, supplement will set forth, to the extent required, the following terms of each series of the debt securities in respect of which the prospectus supplement is delivered: • ● the title of the series; • ● the aggregate principal amount; • ● the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • ● any limit on the aggregate principal amount; • ● the date or dates on which principal is payable; • ● the interest rate or rates (which may be fixed or variable) andor, if applicable, the method used to determine such rate or rates; • ● the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest is payable; • ● the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • ● the denominations in which such debt securities may be issuable, if other than denomination denominations of $1,000, or any integral multiple of that number; • ● whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities; • ● the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency ● if applicable, covenants affording holders of denominationdebt protection with respect to our operations, financial condition or transactions involving us; • ● the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; • ● if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which the exchange rate with respect to such payments will be determined; • ● if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index, or financial index, then the manner in which such amounts will be determined; • ● the provisions, if any, relating to any collateral provided for such debt securities; • ● any events of default; • ● the terms and conditions, if any, for conversion into or exchange for our ordinary common shares; • ● any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and • ● whether such debt securities are senior securities or subordinated securities and the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our company. One or more debt securities may be sold at a substantial discount below their stated principal amount. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations that which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections elections, and general tax considerations relating to the debt securities and the foreign currency or currencies (or foreign currency unit or units) units in the applicable prospectus supplement. The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.