Common use of Effect of Reclassification, Consolidation, Merger or Sale Clause in Contracts

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: (1) any reclassification or change of the outstanding Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2) any merger, consolidation, statutory share exchange or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occuroccur (each, namely: a "Business Combination"): (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any consolidation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation Person or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of Common Stock, then the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that the Holders of the Notes then outstanding will be entitled thereafter to convert such Debenture shall be convertible Notes into the kind and amount of shares of stock and stock, other securities or other property or assets (including cashcash or any combination thereof) which such Holder they would have owned or been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance Business Combination had such Debentures Notes been converted into Ordinary Shares Common Stock (without giving effect to any adjustment to the Conversion Rate with respect to a Business Combination constituting a Change in Control) immediately prior to such reclassificationBusiness Combination, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as except that such Holders will not receive the Additional Shares if such Holder does not convert during the period set forth in the immediately succeeding second paragraph in of Section 15.01. In the event the Holders holders of Common Stock have the right opportunity to elect the form of consideration to be received in such Business Combination, the Company shall make an adequate provision whereby the Notes shall be convertible from and after the effective date of such Business Combination into the form of consideration received in such Business Combination by Holders of the greatest number of shares of Common Stock who made a given election as with respect to the kind or amount form of securities, cash or other properties receivableconsideration. The Company may not become a party to any Business Combination unless its terms are consistent with this Section 15.06. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9Fifteen. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceBusiness Combination, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceBusiness Combination, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders of the Debentures Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights purchase rights set forth in Article 8Section 10.06 hereof. In Notwithstanding anything contained in this Section, and for the event Holders avoidance of the Ordinary Shares have doubt, this Section shall not affect the right of a Holder to make elections as convert its Notes into shares of Common Stock prior to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsBusiness Combination. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address Holder of such Holder as it appears on the register of the Debentures, Notes within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory mergers, share exchanges, combinations, sales and conveyances. If this Section 9.13 15.06 applies to any event or occurrence, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 17.05(c) applies); , (2ii) any merger, consolidation, statutory merger or binding share exchange or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 17.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections17. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the its address of such Holder as it appears appearing on the register Debenture Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 17.06 applies to any event or occurrence, Section 9.4 17.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events (each a “Merger Event”) occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture each Note shall be convertible into the kind cash and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, Reference Property as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivableSection 15.06(b). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If15. (b) Notwithstanding the provisions of Section 15.02, in and subject to the case provisions of any Section 15.01(d), at the effective time of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceMerger Event, the stock right to convert each $1,000 principal amount of Notes will be changed to a right to convert such Note by reference to the kind and amount of cash, securities or other securities and property or assets receivable thereupon by that a holder of Ordinary Shares includes a number of shares of stock or other securities and assets of a corporation other than Common Stock equal to the successor or purchasing corporation, as the case may be, Conversion Rate immediately prior to such transaction would have been entitled to receive in such reclassificationMerger Event (the “Reference Property”) such that from and after the effective time of such transaction, changea Noteholder will be entitled thereafter to convert its Notes, mergerbased on the applicable Conversion Rate, consolidationinto cash (up to the aggregate principal amount thereof) and, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests instead of the Holders shares of Common Stock otherwise deliverable in satisfaction of the Debentures as Net Share Amount, units of Reference Property, based on the Board shall reasonably consider necessary by reason Daily Conversion Value of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. units of Reference Property. (c) In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any Merger Event, the Company shall make adequate provision whereby the Holders shall have a reasonable opportunity to determine the form of Reference Property that shall be used for purposes of determining the Daily Conversion Value and in which the Net Share Amount in respect of which all of the Ordinary Shares have the right to make elections Notes, treated as to the kind or amount of securitiesa single class, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then shall be payable from and after the effective date of such reclassificationMerger Event, changesubject to the Company’s right to elect to pay the net Share Amount in additional cash pursuant to Section 15.02(c). This provision does not limit the right of Holders in the event of a Fundamental Change, mergerincluding Company’s obligation to increase the Conversion Rate by the Additional Shares in connection with a conversion. The determination: (a) will be made by Holders representing a plurality of Notes participating in such determination, consolidation(b) will be subject to any limitations to which all of the holders of Common Stock are subject, statutory share exchangeincluding, combinationbut not limited to, sale or conveyancepro rata reductions applicable to any portion of the Reference Property payable in such Transaction and (c) will be conducted in such a manner as to be completed by the date which is the earlier of: (1) the deadline for elections to be made by holders of Common Stock, and (2) two Trading Days prior to the Debentures shall be convertible into the kind and amount anticipated effective date of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. Merger Event. (d) The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the its address of such Holder as it appears appearing on the register Note Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (e) The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. Merger Events. (f) If this Section 9.13 15.06 applies to any event or occurrenceMerger Event, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5 (c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with conform to the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights or election shall not have been exercised ("nonelecting share")), then for purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable or share by a plurality if the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Article. SECTION 2.5 Section 15.8 of the Holders of Indenture is hereby amended by deleting such Section' in its entirety and inserting in lieu thereof the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.following:

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any consolidation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation Person or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of Common Stock, then the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Securities shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of the Securities (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his or her rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised (“Non-electing Share”), then, for the purposes of this Section 10.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 910. If, in the case of any such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation person other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holders of the Debentures Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address Holder of such Holder as it appears on the register of the Debentures, Securities within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory mergers, share exchanges, combinations, sales and conveyances. If this Section 9.13 10.06 applies to any event or occurrence, Section 9.4 10.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely(a) In the case of: (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares Common Stock (other than a change in par value, or resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2ii) any consolidation, merger, consolidationcombination or similar transaction involving the Parent Guarantor; (iii) any sale, lease or other transfer to a third party of substantially all of the consolidated assets of the Parent Guarantor and its Subsidiaries; or (iv) any statutory share exchange or combination of the Guarantor with another corporation exchange, in each case, as a result of which holders of Ordinary Shares shall the Common Stock would be entitled converted into, or exchanged for, or represent solely the right to receive receive, stock, other securities or other property or assets (including cashcash or any combination thereof) with respect to or in exchange for (any such Ordinary Shares; or (3) event, a “Share Exchange Event” and any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive such stock, other securities or other property or assets (including cash) with respect assets, “Reference Property,” and the amount of Reference Property that a holder of one share of Common Stock immediately prior to or in exchange for such Ordinary Shares; Share Exchange Event would have been entitled to receive upon the occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Parent Guarantor or the successor or purchasing corporationcompany, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with providing that, at and after the TIA as in force at the date of execution effective time of such supplemental indenture Share Exchange Event, the consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if such supplemental indenture is then required each reference to so comply) providing that such Debenture shall be convertible into the kind and amount any number of shares of stock and other securities Common Stock in Article 11 were instead a reference to the same number of Reference Property Units. If a Share Exchange Event causes the Common Stock to be converted into, or property exchanged for, or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have 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 share of Common Stock, of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election as election, and (ii) the Reference Property Unit for purposes of the immediately preceding paragraph shall refer to the kind consideration referred to in clause (i) attributable to one share of Common Stock. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) 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 of securities, cash or other properties receivablethereof). Such supplemental indenture described in the second immediately preceding paragraph shall provide provide, to the extent the Reference Property is comprised, in whole or in part, of Common Equity, for anti-dilution and other adjustments that shall be are as nearly equivalent as may be practicable possible to the adjustments provided for in this Article 911. IfIf the Reference Property in respect of any Share Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Parent Guarantor or, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyancea transaction described in Article 6, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceSuccessor Company, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders of Notes, including the Debentures right of Holders to require the Company to purchase their Notes upon a Fundamental Change pursuant to Article 3, as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (b) If the Company and the Parent Guarantor execute a supplemental indenture pursuant to this Section 11.06, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyancepromptly as practicable, the Debentures Company shall be convertible into file with the kind and amount Trustee an Officer’s Certificate briefly describing such Share Exchange Event, the composition of a Reference Property Unit for such securitiesShare Exchange Event, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture any adjustment to be mailed made with respect thereto and that all conditions precedent to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereofShare Exchange Event under this Indenture have been complied with. Failure Any failure to deliver such notice Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. The above Parent Guarantor or the Company shall also issue a press release containing such information and shall make such press release available on its website. (c) The Parent Guarantor shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 11.06. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes as set forth in Section 11.02 and Section 11.01 prior to the effective date of such Share Exchange Event. (d) The provisions of this Section 11.06 shall similarly apply successively to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceShare Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (1occur:(i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any consolidation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, other than a consolidation, merger, share exchange or combination in which the Company is the continuing corporation and which does not result in reclassification (3other than a change in name, or par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination), conversion, exchange or cancellation of the Common Stock, or (iii) any sale or conveyance or other disposition of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale sale, conveyance or conveyance had other disposition by a holder of a number of shares of Common Stock issuable upon conversion of the Notes (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale sale, conveyance or conveyanceother disposition assuming such holder of Common Stock did not exercise his or her rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, change, consolidation, merger, share exchange, sale, conveyance or other disposition (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale, conveyance or other disposition is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 11.06, the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, share exchange, sale, conveyance or other disposition for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 911. If, in the case of any such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale sale, conveyance or conveyanceother disposition, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale sale, conveyance or conveyanceother disposition, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, Holder at the his or her address of such Holder as it appears appearing on the register of the Debentures, Register for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory mergers, share exchanges, combinations, sales sales, conveyances and conveyancesother dispositions. If this Section 9.13 11.06 applies to any event or occurrence, Section 9.4 11.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of following events occur, namelythere shall be: (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination); (2ii) a consolidation, binding share exchange, recapitalization, reclassification, merger, combination or other similar event; or (iii) any merger, consolidation, statutory share exchange sale or combination conveyance to another Person of all or substantially all of the Guarantor with another corporation property and assets of the Company (excluding a pledge of securities issued by any of the Company’s subsidiaries), in any case as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stockcash, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock (3any such event described in clauses (i) any sale or conveyance through (iii), a “Reorganization Event”), then at the effective time of such Reorganization Event, the properties and assets right to convert each $1,000 principal amount of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Securities shall be entitled changed to receive stocka right to convert such Securities by reference to the kind and amount of cash, securities or other property or assets that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (including the “Reference Property”). (b) From and after the effective time of a Reorganization Event, upon conversion of a Security: (i) the portion of the Daily Settlement Amount payable in cash shall continue to be payable in cash; and (ii) the portion, if any, of each Daily Settlement Amount payable in shares of Common Stock shall be payable in units of Reference Property based upon the Daily Conversion Value of such Reference Property. The Daily Conversion Value shall be calculated based on the value of a unit of Reference Property corresponding to the amount of Reference Property that a holder of one share of the Common Stock would have received in the Reorganization Event. The Daily VWAP and the Last Reported Sale Price shall be calculated with respect to a unit of Reference Property corresponding to the amount of Reference Property that a holder of one share of the Common Stock would have received in the Reorganization Event. (c) For purposes of determining the constitution of Reference Property, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or conveyance of assets or other transactions that cause the Common Stock to be converted into the right to receive more than a single type of consideration (determined based in exchange for part upon any form of stockholder election) shall be deemed to be the (i) weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such Ordinary Shares; an election or (ii) if no holders of Common Stock affirmatively make such election, the Guarantor types and amounts of consideration actually received by such holders. (d) The Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with permitted under Section 12.01 providing for the TIA as in force at conversion and settlement of the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, Securities as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivablethis Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in 5 and the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, Trustee may conclusively rely on the stock or other securities and assets receivable thereupon determination by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Company of the Holders equivalency of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. such adjustments. (e) In the event Holders of a supplemental indenture is executed pursuant to this Section 5.12, the Ordinary Shares have Company shall promptly file with the right to make elections as to Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of securitiescash, cash securities or other properties receivable upon property or assets that will constitute the Reference Property after any such mergerReorganization Event, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture any adjustment to be mailed made with respect thereto and that all conditions precedent have been complied with, and shall promptly mail notice thereof to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereofall Holders. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. (f) The Company shall not become a party to any such transaction unless its terms are consistent with this Section 5.12. None of the foregoing provisions shall affect the right of a holder of Securities to convert its Securities in accordance with the provisions of this Article 5 prior to the effective date of a Reorganization Event. (g) The above provisions of this Section 5.12 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceReorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 11.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, consolida tion, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting-share")), then for the purposes of this Section 11.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Securities, at the his address of such Holder as it appears appearing on the Security register provided for in Section 2.6 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 11.6 applies to any event or occurrence, Section 9.4 11.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any consolidation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation person, or (iii) any sale or conveyance of the properties and assets of the Company as an entirety or substantially as an entirety, in each case as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of Common Stock, then the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Convertible Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Notes (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Notes) immediately prior to such reclassification, change, consolidation, merger, share exchange, combination, sale or conveyance. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such reclassification, change, consolidation, statutory merger, share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in Company will make adequate provision whereby holders of the event the Holders Convertible Notes shall have the right opportunity, on a timely basis, to make an election determine the form of consideration into which all of the Convertible Notes, treated as a single class, shall be convertible. Such determination shall be based on the blended, weighted average of elections made by holders of the Convertible Notes who participate in such determination and shall be subject to any limitations to which all of the kind or amount holders of securitiesCommon Stock are subject to, cash or other properties receivablesuch as pro rata reductions applicable to any portion of the consideration payable. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.this

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationperson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Convertible Subordinated Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his or her rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 12.6, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 912. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation person other than the successor or purchasing corporationperson, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation person and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Convertible Subordinated Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, holder of Convertible Subordinated Notes at the his or her address of such Holder as it appears appearing on the register Register of the Debentures, holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.6 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 12.6 applies to any event or occurrence, Section 9.4 12.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 14.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise such holder's rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesshares of stock and other securities or property or assets (including cash) receivable upon such reclassification, cash change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of shares of stock and other properties receivablesecurities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section 14.6 the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the his address of such Holder as it appears appearing on the Note register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 14.6 applies to any event or occurrence, Section 9.4 14.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 16.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such 92 Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections16. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the its address of such Holder as it appears appearing on the register Debenture Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 16.06 applies to any event or occurrence, Section 9.4 16.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any Upon the occurrence of following events occur, namely: (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) a consolidation, merger, combination or binding share exchange involving the Company, (iii) a sale, lease, conveyance or other transfer of all or substantially all of the property and assets of the Company to any other Person, or (iv) any merger, consolidation, statutory share exchange or combination of the Guarantor with another corporation exchange, in each case as a result of which holders of Ordinary Shares shall Common Stock would be entitled to receive converted into, or exchanged for, stock, securities or other securities, other property or assets (including cashcash or any combination event) with respect to or in exchange for (any such Ordinary Shares; orevent, a “Merger Event”), then: (3a) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivableindenture. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 913. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceMerger Event, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares Reference Property includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, consolidationcombination, statutory binding share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Notes as the Board of Directors (or a duly constituted committee thereof) shall reasonably consider necessary by reason of the foregoing, including to the extent practicable required by the provisions providing for the Repurchase Rights set forth in Article 8Board of Directors (or such committee). In the event Holders of the Ordinary Shares have Company shall execute a supplemental indenture pursuant to this Section 13.06, the right to make elections as to Company shall promptly file with the Trustee an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of securitiescash, cash securities or other properties receivable upon property or asset that will comprise the Reference Property after any such mergerMerger Event, consolidationany adjustment to be made with respect thereto and that all conditions precedent have been complied with, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionspromptly provide notice thereof to all Noteholders. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed provided to each HolderNoteholder, at the its address of such Holder as it appears appearing on the register of the DebenturesNote Register provided for in this Indenture, within 20 twenty days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. . (b) Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply 13.02(a), and subject to the provisions of Section 13.01 and Section 13.03, at and after the effective time of such Merger Event, the right to convert a Note will be changed into a right to convert it into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such transaction would have owned or been entitled to receive (the “Reference Property”) upon such transaction. (c) With respect to each $1,000 principal amount of Notes surrendered for conversion after the effective date of any such Merger Event, the Company’s Conversion Obligation shall be settled in cash or units of Reference Property, at the Company’s election, in accordance with Section 13.02(a) as follows: (i) (A) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Reference Property, the Company shall deliver to the converting Noteholder a number of units of Reference Property (each such unit comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration) equal to (1) the aggregate principal amount of Notes to be converted, divided by $1,000, multiplied by (2) the then-applicable Conversion Rate; and (B) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Noteholder cash in an amount, per $1,000 principal amount of Notes equal to the sum of the Daily Conversion Values for each of the twenty consecutive Trading Days during the related Settlement Averaging Period, such Daily Conversion Values determined as if the reference to “the Daily VWAP of the Common Stock” in definition thereof were instead a reference to “the Daily VWAP of a unit of Reference Property” comprised of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration; provided that, to the extent that such Reference Property consists of property or assets other than securities traded on a Relevant Exchange, the “the Daily VWAP of a unit of Reference Property” in respect of such property or assets shall be determined in good faith by the Board of Directors; provided further that, if prior to the Conversion Date for any converted Notes the Common Stock has been replaced by Reference Property, the Company will deliver the number of units of Reference Property consisting solely of cash, then the Company will pay the amount of cash due in respect of its Conversion Obligation on the third Trading Day immediately following the relevant Conversion Date. (ii) The Company will deliver the cash in lieu of fractional units of Reference Property as set forth pursuant to Section 13.02(e) (provided that the amount of such cash shall be determined as if references in such Section to “the Daily VWAP of the Common Stock” were instead a reference to “the Daily VWAP of a unit of Reference Property” composed of the kind and amount of shares of stock, securities or other property or assets (including cash or any combination thereof) that a holder of one share of Common Stock immediately prior to such Merger Event would have owned or been entitled to receive based on the Weighted Average Consideration). (iii) The Daily Conversion Values shall be determined by the Company promptly following the last day of the Settlement Averaging Period. (iv) For purposes of this Section 9.13. If this Section 9.13 applies to any event or occurrence13.06, any Additional ADRs which a Holder is the “Weighted Average Consideration” means the weighted average of the types and amounts of consideration received by the holders of the Common Stock entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which or assets with respect to or in exchange for such Common Stock in any Merger Event (in the Additional ADRs would convertevent holders of the Common Stock are entitled to elect the type of consideration such holders receive, determined as provided in this Section 9.13, as a result of considering only holders who affirmatively make such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyancean election).

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely: (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company shall or shall procure that the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture written agreement providing that: (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyx) providing that such Debenture this Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance had by the holder of the number of shares of Common Stock issuable upon conversion of this Note in full (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert this Note) immediately prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance and on a basis which preserves the economic benefits of the conversion rights of the Holder on a basis as nearly as practical as such rights existed prior to such reclassification, change, consolidation, merger, statutory share exchange, combination, sale or conveyance (provided that, if in connection with any such consolidation, merger, statutory exchange, sale or conveyance any holder of shares of Common Stock is entitled to elect to receive either securities, cash or other property upon completion of such transaction, the Company shall provide or cause to be provided to the Holder the right to elect prior to completion of such transaction the securities, cash or other property into which this Note shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made, and the effect of failing to exercise the election), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, statutory exchange, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Note and (z) if registration or qualification is required under the 1933 Act or applicable state law for the public resale by the Holder of such shares of stock and other securities so issuable upon conversion of this Note, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, statutory exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including including, to the extent practicable practicable, the provisions providing for the Repurchase Rights repurchase rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. V herein. (b) The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, mergers, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Convertible Subordinated Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance (except that such holder will not receive the Make Whole Premium (as defined in Section 12.12 below) if such holder does not convert its Convertible Subordinated Notes "in connection with" the relevant Designated Event that constitutes to a Change of Control; a conversion of the Convertible Subordinated Notes by a Holder will be deemed for these purposes to be "in connection with" a Change of Control if the notice of such conversion is provided in compliance with Article XII to the Conversion Agent on or subsequent to the date 10 trading days prior to the date announced by the Company as the anticipated Designated Event Date but before the close of business on the Business Day immediately preceding the related Designated Event Payment Date) assuming such holder of Common Stock did not exercise his or her rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 12.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9XII. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Convertible Subordinated Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, holder of Convertible Subordinated Notes at the his or her address of such Holder as it appears appearing on the register Register of the Debentures, holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 12.06 applies to any event or occurrence, Section 9.4 12.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. (1) If any of the following events occuroccur (any such event or transaction satisfying both subclauses (a) and (b) of this Section 10.03(1), namely: a “Reorganization Event”): (1a) (i) any recapitalization, reclassification or change of the outstanding Ordinary Shares Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2) any merger, consolidation, statutory share exchange or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares shall the Common Stock would be entitled to receive converted into, or exchanged for, stock, securities other securities, or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or any combination thereof), (3ii) any sale statutory share exchange, consolidation or conveyance merger involving the Company pursuant to which the Common Stock will be converted into cash, securities or other property (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the properties and consolidated assets of the Guarantor asCompany and its Subsidiaries, or substantially astaken as a whole, an entirety to any other corporation Person as a result of which holders of Ordinary Shares shall the Common Stock will be entitled to receive stockconverted into cash, securities or other property (or assets any combination thereof) and (including cashb) the equity securities of the surviving entity are registered with respect to or in exchange for such Ordinary Shares; the Guarantor U.S. Securities and Exchange Commission under the Exchange Act, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture at the effective time of the Reorganization Event each Security shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cashcash or any combination thereof) which that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Holder Reorganization Event would have owned or been entitled to receive upon such Reorganization Event (the “Reference Property”). For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to receive upon in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been Reorganization Event that causes the Common Stock to be converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election) shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election as to the kind or amount of securities, cash or other properties receivableelection. Such supplemental indenture shall provide for provisions and adjustments that which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 9Ten, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceReorganization Event, the stock cash, securities or other securities and assets property receivable thereupon by a holder of Ordinary Shares Common Stock includes shares of stock cash, securities or other securities and assets property of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceReorganization Event, then such supplemental indenture shall also be executed by such other corporation successor or purchasing Person, as the case may be, and shall contain such additional provisions to protect the interests of the Holders of the Debentures Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. (2) Following the effective time of any such Reorganization Event, including to settlement of Securities converted shall be in cash and units of Reference Property determined in accordance with Section 10.03(1) above based on the extent practicable Conversion Rate and Current Market Price of such Reference Property. For the provisions providing purposes of determining such Conversion Rate and Current Market Price, if the Reference Property includes securities for which the Repurchase Rights set forth price cannot be determined in Article 8. In a manner contemplated by the event Holders definition of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash Current Market Price or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyanceproperty, then from and after the effective date value of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures property shall be convertible into the kind and amount fair market value of such securities, cash or other property receivable as determined by the greatest number Board of holders Directors in good faith, and if the Reference Property includes cash, then the value of Ordinary Shares who made such elections. cash shall be the amount thereof. (3) The Issuer Company shall cause notice of the execution of such any supplemental indenture required by this Section 10.03 to be mailed to each HolderHolder of Securities, at the its address of such Holder as it appears appearing on the register Securities Register provided for in Section 3.05 of the Debenturesthis Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (4) The above provisions of this Section 10.03 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. Reorganization Events. (5) If this Section 9.13 10.03 applies to any event or occurrence, Section 9.4 10.02 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change apply in respect of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any such event or occurrence, any Additional ADRs which . (6) None of the foregoing provisions shall affect the right of a Holder is entitled of Securities to receive upon conversion pursuant to Section 9.15convert the Securities into cash and shares of Common Stock, if applicable, shall not as set forth in Section 10.01 prior to the effective time of such Reorganization Event. (7) Notwithstanding the foregoing, if any of the following events occur (any such event or transaction satisfying both subclauses (a) and (b) of this Section 10.03(7), an “Alternate Reorganization Event”): (a) (i) any recapitalization, reclassification or change of Common Stock (other than a subdivision or combination) as a result of which the Common Stock would be payable in ADRsconverted into, but or exchanged for, stock, other securities, or other property or assets (or any combination thereof), (ii) any statutory share exchange, consolidation or merger involving the Company pursuant to which the Common Stock will represent a right to receive the aggregate amount of be converted into cash, securities or other property into which (or any combination thereof), or (iii) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the Additional ADRs would convertconsolidated assets of the Company and its Subsidiaries, determined taken as provided in this Section 9.13a whole, to any Person as a result of which the Common Stock will be converted into cash, securities or other property (or any combination thereof) and (b) the equity securities of the surviving entity are not registered with the U.S. Securities and Exchange Commission under the Exchange Act, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyancesupplemental indenture) providing that at the effective time of such event the conversion features in Article Ten shall be eliminated and the principal of any Outstanding Securities shall be due on the Stated Maturity Date.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with conform to the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights or election shall not have been exercised ("nonelecting share")), then for purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable or share by a plurality if the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Article. SECTION 2.5 Section 15.8 of the Holders of Indenture is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.following:

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or --------------- combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesshares of stock and other securities or property or assets (including cash) receivable upon such reclassification, cash change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of shares of stock and other properties receivablesecurities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting share"), then for the purposes of this Section ------- 15.6, the kind and amount of shares of stock and other securities or property or ---- assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Securities, at the his address of such Holder as it appears appearing on the Security register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 ten ----------- (10) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.6 applies to any event or occurrence, Section 9.4 15.5 shall ------------ ------------ not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.6(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share")), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the its address of such Holder as it appears appearing on the Note register of the Debenturesprovided for in Section 2.5, within 20 twenty (20) days 49 50 after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The Company shall publish notice of any of the events set forth in Section 15.7(i) to (iii) above in Luxembourg as soon as practicable after the occurrence of such event. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsFifteen. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the its address of such Holder as it appears appearing on the register Note Register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.6 applies to any event or occurrence, Section 9.4 15.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any consolidation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor as, Company as an entirety or substantially as, as an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture the Convertible Subordinated Notes shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of the Convertible Subordinated Notes (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to convert all such Convertible Subordinated Notes) immediately prior to such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his or her rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election have not been exercised ("non- electing share"), then, for the purposes of this Section 12.06, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, share exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 912. If, in the case of any such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Convertible Subordinated Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, holder of Convertible Subordinated Notes at the his or her address of such Holder as it appears appearing on the register Register of the Debentures, holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 12.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory mergers, share exchanges, combinations, sales and conveyances. If this Section 9.13 12.06 applies to any event or occurrence, Section 9.4 12.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 16.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 16.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections16. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the its address of such Holder as it appears appearing on the register Debenture Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 16.06 applies to any event or occurrence, Section 9.4 16.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Underlying Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Issuer with another corporation as a result of which holders of Ordinary Shares Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Underlying Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Issuer as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Underlying Stock, then the Guarantor Issuer or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that the Securities of such Debenture series shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidationcombination or sale by a holder of a number of shares of Underlying Stock issuable upon conversion of the Securities of such series (assuming, statutory share exchangefor such purposes, combination, sale or conveyance had a sufficient number of authorized shares of Underlying Stock available to convert all such Debentures been converted into Ordinary Shares Securities of such series) immediately prior to such reclassification, change, consolidation, merger, consolidationcombination or sale assuming such holder of Underlying Stock did not exercise his or her rights of election, statutory share exchangeif any, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange or sale (provided, that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 16.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9Seventeen. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.,

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Debenture (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise such holder’s rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation,. merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections15. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the its address of such Holder as it appears appearing on the Debenture register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.06 applies to any event or occurrence, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture each Security shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Securities) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (PROVIDED that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections15. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderSecurityholder, at the its address of such Holder as it appears appearing on the register Security Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.06 applies to any event or occurrence, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1a) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.04(c) applies); , (2b) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3c) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock is (i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as set forth in the immediately succeeding paragraph in the event the Holders have the right case may be (a "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to make an election exercise his rights of election, if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share")), then for the purposes of this Section 12.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the non- electing shares. Such supplemental indenture shall provide for adjustments that which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indentureArticle. The above provisions of this Section 12.11 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and or conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 Notice of the execution of such a supplemental indenture shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and be given by the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply Company to the conversion instead Holder of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined each Security as provided in this Section 9.131.06 promptly upon such execution. Neither the Trustee, as a result any Paying Agent nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities upon the conversion of their Securities after any such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.6 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsFifteen. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the its address of such Holder as it appears appearing on the register Note Register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.6 applies to any event or occurrence, Section 9.4 15.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 8.05(c) applies); (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Holdings with another corporation Person; (iii) any sale or conveyance of all or substantially all of the properties and assets of Holdings to any other Person; or (iv) statutory share exchange; in each case as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock (such property, collectively, the “Reference Property”), then the Issuer shall execute with the Trustee, Holdings, such other Person (if applicable) and the Note Guarantors a supplemental indenture providing that at and after the effective time of such transaction each Note shall be convertible into the Reference Property receivable upon such transaction by a holder of a number of shares of Common Stock issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Notes) immediately prior to such recapitalization, reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of stock, other securities or other property or assets (including cash) with respect receivable upon such transaction. If the transaction causes the Common Stock to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of the properties and assets of the Guarantor asbe converted into, or substantially asexchanged for, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election receive more than a single type of consideration, the Reference Property into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock. The Issuer shall notify Holders of the weighted average as to the kind or amount of securities, cash or other properties receivablesoon as practicable after such determination is made. Such The supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the its address of such Holder as it appears appearing on the register Note Register provided for in Section 2.03 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 8.06 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: (1) any reclassification or change of the outstanding Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2) any merger, consolidation, statutory share exchange or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures Securities been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Ordinary Shares did not exercise its rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each Ordinary Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 12.13 the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 912. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections11. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the DebenturesRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 12.13 applies to any event or occurrence, Section 9.4 12.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: there shall occur (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.5(a) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders Holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders Holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture each Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a Holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance. For purposes of this Section 12.6, the kind and amount of consideration that a Holder would have been entitled to receive as set forth a Holder of the Common Stock in the immediately succeeding paragraph in case of reclassifications, changes, consolidations, mergers, combinations, sales or conveyances of assets or other transactions that cause the event the Holders have Common Stock to be converted into the right to make an election as receive more than a single type of consideration (determined based in part upon any form of stockholder election) will be deemed to be the weighted average of the kind or and amount of securities, cash or other properties receivableconsideration received by the Holders of the Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections12. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the its address of such Holder as it appears appearing on the register of the DebenturesRegister, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 12.6 applies to any event or occurrence, Section 9.4 12.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: : (1i) any reclassification or change of the outstanding Ordinary Shares shares of Underlying Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Issuer with another corporation as a result of which holders of Ordinary Shares Capital Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Underlying Stock, or (3iii) any sale or conveyance transfer of the properties and assets of the Guarantor Issuer as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Underlying Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Underlying Stock, then the Guarantor Issuer or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that the Securities of such Debenture series shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidationcombination or sale by a holder of a number of shares of Underlying Stock issuable upon conversion of the Securities of such series (assuming, statutory share exchangefor such purposes, combination, sale or conveyance had a sufficient number of authorized shares of Underlying Stock available to convert all such Debentures been converted into Ordinary Shares Securities of such series) immediately prior to such reclassification, change, consolidation, merger, consolidationcombination or sale assuming such holder of Underlying Stock did not exercise his or her rights of election, statutory share exchangeif any, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange or sale (provided, that if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale is not the same for each share of Underlying Stock in respect of which such rights of election have not been exercised ("non-electing share"), then, for the purposes of this Section 17.7, the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange or sale for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9Seventeen. If, in the case of any such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale combination or conveyancesale, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Underlying Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale combination or conveyancesale, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Securities of such series as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address Holder of Securities of such Holder as it appears series at his or her address appearing on the register of the Debentures, Holders for that purpose within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 17.7 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales combinations and conveyancessales. If this Section 9.13 17.7 applies to any event or occurrence, Section 9.4 17.5 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 5.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such each supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture the Notes shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 5.06 the kind and amount of securities, cash or other property receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the its address of such Holder as it appears appearing on the Note register provided for in Section 2.03 of the Debenturesthis Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 5.06 applies to any event or occurrence, Section 9.4 5.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 7.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”)), then for the purposes of this Section 7.06 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9Article. If, in A Holder may convert Debentures at any time from and after the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, date which is 15 days prior to the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets anticipated effective date of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests transaction of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoingtype described in clause (i), including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind (ii) or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and (iii) above until 15 days after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionstransaction. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Debentures, at the its address of such Holder as it appears appearing on the Debenture register provided for in Section 2.07 of the DebenturesBase Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 7.06 applies to any event or occurrence, Section 9.4 7.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock (3other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation statutory exchange as a result of which holders of Ordinary Shares Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock (such transaction, a “Statutory Exchange”), or (iv) any sale or conveyance of the Guarantor properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance had by a Holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, Statutory Exchange, sale or conveyanceconveyance assuming such Holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right if any, that holders of Common Stock who were entitled to make an election vote or consent to such transaction had as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9XV. If, in the case of any such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder Holder of Ordinary Shares includes shares of Common Stock include shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Notes as the Company’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the his address of such Holder as it appears appearing on the register Note Register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: (1) any reclassification or change of the outstanding Ordinary Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2) any merger, consolidation, statutory share exchange or combination of the Guarantor with another corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Ordinary Shares did not exercise its rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each Ordinary Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 9.13 the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 94. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.4(3) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Securities (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Securities) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock is (i) not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as set forth in the immediately succeeding paragraph in the event the Holders have the right case may be (a "Constituent Person"), or an Affiliate of a Constituent Person, and (ii) failed to make an election exercise his rights of election, if any, as to the kind or amount of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any property receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance (provided that, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to if the kind or amount of securities, cash or other properties property receivable upon any such mergerreclassification, change, consolidation, statutory share exchangemerger, combination, sale or conveyance, then from and after conveyance is not the effective date same for each share of Common Stock in respect of which such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount rights of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice election shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.have been exercised

Effect of Reclassification, Consolidation, Merger or Sale. If any In the case of following events occur, namely: (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares Common Stock (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, merger or combination involving the Parent, (iii) any sale, lease or other transfer to a third party of the consolidated assets of the Parent and its Subsidiaries substantially as an entirety, or (iv) any statutory share exchange or combination of the Guarantor with another corporation exchange, in each case, as a result of which holders of Ordinary Shares shall the Common Stock would be entitled to receive converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, at the effective time of the Merger Event, the Company shall execute with the Trustee a supplemental indenture permitted under Section 14.01 providing for the right to exchange the Principal Amount of Notes (so long as the remaining amount of this Note not so exchanged is equal to $200,000 or an integral multiple of $1,000 in excess thereof) into the kind and amount of shares of stock, other securities or other property or assets (including cashcash or any combination thereof) with respect to or in exchange for such Ordinary Shares; or (3) any sale or conveyance that a holder of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture shall be convertible into the kind and amount number of shares of stock and other securities or property or assets (including cash) which Common Stock equal to the Exchange Rate immediately prior to such Holder Merger Event would have owned or been entitled to receive (the “Reference Property”) upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had Merger Event. If such Debentures been Merger Event causes the Common Stock to be converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount receive more than a single type of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for consideration (determined based in this Article 9. If, in the case part upon any form of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceshareholder election), the stock or other securities Reference Property for which the Notes will be exchangeable will be deemed to be the weighted average of the types and assets receivable thereupon amounts of consideration received by a holder the holders of Ordinary Shares includes shares of stock Common Stock that affirmatively make such an election. The Company or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture Parent shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the notify Holders of the Debentures Notes and the Trustee of such weighted average as the Board soon as practicable after such determination is made. The Parent shall reasonably consider necessary by reason of not become a party to any Merger Event unless its terms are consistent with the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the DebenturesNotes maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 7.05 applies to any event or occurrence, Section 9.4 7.04 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(b) applies); , (2ii) any consolidation, merger, consolidation, statutory binding share exchange or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and or assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture each Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock, if any, (after giving effect, in the case of a conversion pursuant to Section 15.01(d), any increase to the Conversion Rate by any Additional Shares issuable upon such Debentures been converted into Ordinary Shares conversion) issuable upon conversion of such Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available for issuance upon the conversion of such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for (A) adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If15 and (B), in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, settlement mechanism for conversions as the case nearly equivalent as may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including practicable to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsSection 15.02. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the its address of such Holder as it appears appearing on the register Note Register provided for in Section 2.05 of the Debenturesthis Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. Notwithstanding the provisions of this Section, if the Company elects to adjust the Conversion Rate and the related Settlement Amount as described in Section 15.01(e), the provisions of Section 15.01(e) shall apply instead of the provisions of this Section. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.06 applies to any event or occurrence, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.5(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided, that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("nonelecting-share")), then for the purposes of this Section 15.6 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non- electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsArticle. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Notes, at the his address of such Holder as it appears appearing on the Note register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: (1) any reclassification or change of the outstanding Ordinary Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationconsolidation);, (2) any amalgamation, merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Shares or (3) any sale or conveyance of all or substantially all the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation as a result of which holders of Ordinary Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Common Shares; , the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee and the Company a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have owned or been entitled to receive upon such reclassification, changeamalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures Notes been converted into Ordinary Common Shares immediately prior to such reclassification, changeamalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Shares did not exercise its rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each Common Share in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.11 the kind and amount of securities, cash or other property receivable upon such reclassification, amalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 910. If, in the case of any such reclassification, changeamalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Common Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, changeamalgamation, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures Notes as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights repurchase rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsSection 3.05 hereof. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the DebenturesNote Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, amalgamations, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 10.11 applies to any event or occurrence, Section 9.4 10.04 hereof shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: there shall occur (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 12.5(a) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders Holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders Holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such Debenture each Note shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a Holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of treasury shares and authorized and unissued shares of Common Stock are available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such Holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any property or assets (including cash) receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance (provided that, if the stock kind or amount of stock, other securities or other securities and property or assets (including cash) receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (a “non-electing share”), then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders purposes of the Ordinary Shares have the right to make elections as to this Section 12.6 the kind or and amount of securitiesstock, cash other securities or other properties property or assets (including cash) receivable upon any such mergerreclassification, change, consolidation, statutory share exchangemerger, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory conveyance for each non-electing share exchange, combination, sale or conveyance, the Debentures shall be convertible into deemed to be the kind and amount of such securities, cash or other property so receivable per share by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice a plurality of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.non-electing

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely(a) In the case of: (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares Common Stock (other than a change in par value, or changes resulting from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (2ii) any consolidation, merger, consolidationcombination or similar transaction involving the Parent; (iii) any sale, statutory share exchange lease or combination other transfer to a third party of substantially all of the Guarantor with another corporation consolidated assets of the Parent and its Subsidiaries, taken as a whole; or (iv) any statutory unit exchange, in each case, as a result of which holders shares of Ordinary Shares shall Common Stock would be entitled converted into, or exchanged for, or represent solely the right to receive receive, stock, other securities or other property or assets (including cashcash or any combination thereof) with respect to or in exchange for (any such Ordinary Shares; or (3) event, a “Share Exchange Event” and any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive such stock, other securities or other property or assets (including cash) with respect assets, “Reference Property,” and the amount of Reference Property that a holder of one share of Common Stock immediately prior to or in exchange for such Ordinary Shares; Share Exchange Event would have been entitled to receive upon the Guarantor occurrence of such Share Exchange Event, a “Reference Property Unit”), then the Company or the successor or purchasing corporationcompany, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with in form satisfactory to the TIA as in force Trustee providing that, at and after the date of execution effective time of such supplemental indenture if such supplemental indenture is then required Share Exchange Event, the right to so comply) providing that such Debenture exchange each $1,000 principal amount of Notes shall be convertible changed into a right to exchange such principal amount of Notes into the kind and amount number of Reference Property Units that a holder of a number of the shares of stock and other securities or property or assets (including cash) which Common Stock equal to the Exchange Rate immediately prior to such Holder Share Exchange Event would have owned or been entitled to receive upon such reclassificationShare Exchange Event. However, changeat and after the effective time of the Share Exchange Event, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior (i) the amount otherwise payable in cash upon exchange of the Notes in accordance with Section 12.03 shall continue to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, as set forth be payable in cash; (ii) the immediately succeeding paragraph in the event the Holders Company shall continue to have the right to make an election as elect to determine the kind Cash Percentage and form of consideration to be paid or amount of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporationdelivered, as the case may be, in respect of the remainder, if any, of its Exchange Obligation in excess of the principal amount of the Notes being exchanged in accordance with Section 12.03; (iii) the number of shares of Common Stock, if any, otherwise deliverable by the Company upon exchange of the Notes in accordance with Section 12.03 above shall instead be deliverable in the amount and type of Reference Property that a holder of that number of shares of Common Stock would have received in such reclassificationShare Exchange Event; and (iv) the Daily VWAP and Last Reported Sale Price of the Common Stock shall be calculated based on the type and amount of cash, changesecurities or property or asset that comprise a Reference Property Unit. For these purposes, mergerthe Daily VWAP and Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities listed or admitted for trading on a permitted exchange will be the fair value of such Reference Property Unit or portion thereof, consolidationas applicable, statutory determined in good faith by the Board of Directors of the Parent (or, in the case of cash denominated in Dollars, the face amount thereof). If the Share Exchange Event causes the 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 shareholder election), then (i) the Reference Property shall be deemed to be the weighted average, per share exchangeof Common Stock, combinationof the types and amounts of consideration received by the holders of the Common Stock that affirmatively make such an election, sale 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 share of Common Stock. The Company shall notify Holders, the Trustee and the Exchange Agent (if other that the Trustee) of such weighted average as soon as practicable after such determination is made. In connection with any adjustment to the Exchange Rate described above, the Company shall also adjust the Distribution Threshold based on the number of shares of stock (or conveyanceequity securities) comprising the Reference Property and (if applicable) the value of any non-equity consideration comprising the Reference Property. If the Reference Property is comprised solely of non-equity consideration, the Distribution Threshold shall be zero. Notwithstanding anything to the contrary herein, if the holders of the shares of Common Stock receive only cash in a Share Exchange Event, then for all exchanges that occur after the effective date of such Share Exchange Event (i) the consideration due upon exchange of each $1,000 principal amount of such Note being exchanged shall be solely cash in an amount equal to the product of (a) the Exchange Rate in effect on the Exchange Date (as may be increased as described in Section 12.07), and (b) the price paid per share of Common Stock in such Share Exchange Event (ii) the Company will satisfy its Exchange Obligation by paying the cash due upon such exchanges to exchanging Holders no later than the third Business Day immediately following the Exchange Date. 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 12. If the Reference Property in respect of any Share Exchange Event includes shares of stock, securities or other property or assets of a Person other than the Company or the Parent or, in the case of a transaction described in ARTICLE 6, the successor to the Company or the Parent, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders, including the right of Holders of to require the Debentures Company to purchase their Notes upon a Fundamental Change pursuant to ARTICLE 3, as the Board of Directors of the Parent shall reasonably consider necessary by reason of the foregoing. (b) If the Company executes a supplemental indenture pursuant to this Section 12.06, including as promptly as practicable, the Company shall file with the Trustee (with a copy to the extent practicable Exchange Agent (if other than the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any Trustee)) an Officer’s Certificate briefly describing such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceShare Exchange Event, the Debentures shall composition of a Reference Property Unit for such Share Exchange Event, any adjustment to be convertible into the kind made with respect thereto and amount of that all conditions precedent to such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsShare Exchange Event under this Indenture have been complied with. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed delivered to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice or such Officer’s Certificate shall not affect the legality or validity of such supplemental indenture. (c) The Company and the Parent shall not become a party to any Share Exchange Event unless its terms are consistent with this Section 12.06. None of the foregoing provisions shall affect the right of a Holder to exchange its Notes as set forth in Section 12.02 and Section 12.01 prior to the effective date of such Share Exchange Event. (d) The above provisions of this Section 12.06 shall similarly apply successively to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceShare Exchange Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) written agreement providing that such Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise such holder's rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, statutory exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 8 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and the Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of the shares of such shares of stock and other securities so issuable upon exercise of this Warrant, such registration or qualification shall be completed prior to such reclassification, change, consolidation, merger, combination or sale. Such supplemental indenture written agreement shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9Warrant. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance, then such supplemental indenture written agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures Holder as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (b) The above provisions of this Section 8 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. . (c) If this Section 9.13 8 applies to any event or occurrence, Section 9.4 4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any such event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combinationcombination to which Section 15.05(c) applies); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of all or substantially all of the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so complyindenture) providing that such each Debenture shall be convertible into the kind and amount of shares of stock and stock, other securities or other property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by a holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares (assuming, for such purposes, a sufficient number of authorized shares of Common Stock are available to convert all such Debentures) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securitiesstock, cash other securities or other properties receivableproperty or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then for the purposes of this Section 15.06 the kind and amount of stock, other securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections15. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holderholder of Debentures, at the its address of such Holder as it appears appearing on the register Debenture Register provided for in Section 2.04 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 15.06 applies to any event or occurrence, Section 9.4 15.05 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any recapitalization, reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, merger or combination involving the Company, (iii) any sale, lease or other transfer of all or substantially all of the property and assets of the Company and the Company’s Subsidiaries to a third party or (iv) any statutory share exchange or combination of the Guarantor with another corporation exchange, in each case as a result of which holders of Ordinary Shares shall be entitled to Common Stock will receive stockcash, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; orCommon Stock (any such event a “Reorganization Event”), then: (3a) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation as a result of which holders of Ordinary Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; the Guarantor Company or the successor or purchasing corporation, partnership, trust or limited liability company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) permitted under Section 9.01(b) providing that such Debenture shall be convertible into for the kind conversion and amount settlement of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures been converted into Ordinary Shares immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Notes as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election as to the kind or amount of securities, cash or other properties receivablethis Indenture. Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in and the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, Trustee may conclusively rely on the stock or other securities and assets receivable thereupon determination by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests Company of the Holders equivalency of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8such adjustments. In the event Holders of the Ordinary Shares have Company shall execute a supplemental indenture pursuant to this Section 13.06, the right to make elections as to Company shall promptly file with the Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of securitiescash, securities or property or asset that will constitute the Reference Property after any such Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. (b) Subject to the provisions of Section 13.01, at and after the effective time of such Reorganization Event, upon conversion, the Settlement Amount shall continue to be paid solely in cash; provided, however, that the Daily VWAP will be calculated based on the value of a unit of the amount of shares of stock, other securities or other property or assets (including cash or other properties receivable any combination thereof) that a holder of one share of common stock immediately prior to such Reorganization Event would have owned or been entitled to receive upon the occurrence of such transaction (the “Reference Property”). For purposes of the foregoing, if the transaction causes Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property used to determine the amount of cash into which the Notes will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such mergeran election. The Company will notify Holders, consolidation, statutory share exchange, combination, sale or conveyance, then from the Trustee and the Conversion Agent (if other than the Trustee) of the weighted average as soon as practicable after such determination is made. The Company shall not become a party to any such transaction unless its terms are consistent with the preceding. None of the foregoing provisions shall affect the right of a Holder of Notes to convert its Notes in accordance with the provisions of Article 13 hereof prior to the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. transaction. (c) The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderNoteholder, at the his address of such Holder as it appears appearing on the register of the DebenturesNote Register provided for in this Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. . (d) The above provisions of this Section shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceReorganization Events.

Effect of Reclassification, Consolidation, Merger or Sale. (a) If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock, or (3iii) any sale or conveyance of the properties and assets of the Guarantor Company as, or substantially as, an entirety to any other corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, then the Guarantor Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee Holder a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) written agreement providing that such Debenture (x) this Warrant shall be convertible into thereafter entitle the Holder to purchase the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyance had by the holder of a number of shares of Common Stock issuable upon exercise of this Warrant (assuming, for such Debentures been converted into Ordinary Shares purposes, a sufficient number of authorized shares of Common Stock available to exercise this Warrant) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise such holder's rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivable. Such supplemental indenture shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9. If, in the case of any property receivable upon such reclassification, changeconsolidation, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance (provided that, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to if the kind or amount of securities, cash or other properties property receivable upon any such consolidation, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("non-electing share"), then from and after for the effective date purposes of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into this Section 8 the kind and amount of such securities, cash or other property receivable upon such consolidation, merger, statutory exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by the greatest number of holders of Ordinary Shares who made such elections. The Issuer shall cause notice a plurality of the execution non-electing shares), (y) in the case of any such successor or purchasing Person, upon such consolidation, merger, combination, sale or conveyance such successor or purchasing Person shall be jointly and severally liable with the Company for the performance of all of the Company's obligations under this Warrant and this Note Purchase Agreement and (z) if registration or qualification is required under the 1933 Act or applicable state law for this Warrant or the issuance to the Holder of the shares of such supplemental indenture to be mailed to each Holder, at the address shares of such Holder as it appears on the register of the Debentures, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions stock and other securities so issuable upon exercise of this Section Warrant, such registration or qualification shall similarly apply be completed prior to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, consolidation, merger, consolidation, statutory share exchange, combination, sale combination or conveyance.sale. Such written agreement shall provide for adjustments which shall be as nearly equivalent as may

Effect of Reclassification, Consolidation, Merger or Sale. If any of following events occur, namely: (1) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);, (2) any merger, consolidation, statutory share exchange or combination of the Guarantor Company with another corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock or (3) any sale or conveyance of all or substantially all the properties and assets of the Guarantor as, or substantially as, an entirety Company to any other corporation as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock, the Guarantor Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee and the Co- Obligor a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance had such Debentures Notes been converted into Ordinary Shares Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyanceconveyance assuming such holder of Common Stock did not exercise its rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right to make an election if any, as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised ("Non-Electing Share"), then for the purposes of this Section 10.11 the kind and amount of securities, cash or other property receivable upon such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 910. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Ordinary Shares shares of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures Notes as the Board Boards of Directors of the Issuers shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights repurchase rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such electionsSection 3.08 hereof. The Issuer Issuers shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the DebenturesNote Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 10.11 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances. If this Section 9.13 10.11 applies to any event or occurrence, Section 9.4 10.04 hereof shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.

Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely: namely (1i) any reclassification or change of the outstanding Ordinary Shares shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); , (2ii) any merger, consolidation, statutory share exchange merger or combination of the Guarantor Company with another corporation Person as a result of which holders of Ordinary Shares Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; or Common Stock (3other than as a result of a change in name, a change in par value or a change in the jurisdiction of incorporation), (iii) any sale or conveyance of the properties and assets of the Guarantor as, or substantially as, an entirety to any other corporation statutory exchange as a result of which holders of Ordinary Shares Common Stock generally shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Ordinary Shares; Common Stock (such transaction, a "Statutory Exchange"), or (iv) any sale or conveyance of the Guarantor properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporationPerson, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing that such Debenture Note shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive receivable upon such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance had by a Holder of a number of shares of Common Stock issuable upon conversion of such Debentures been converted into Ordinary Shares Notes (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Notes) immediately prior to such reclassification, change, merger, consolidation, statutory share exchangemerger, combination, Statutory Exchange, sale or conveyanceconveyance assuming such Holder of Common Stock did not exercise his rights of election, as set forth in the immediately succeeding paragraph in the event the Holders have the right if any, that holders of Common Stock who were entitled to make an election vote or consent to such transaction had as to the kind or amount of securities, cash or other properties receivableproperty receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been 115 exercised ("non-electing share"), then for the purposes of this Section 15.7 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, Statutory Exchange, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments that which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 9XV. If, in the case of any such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder Holder of Ordinary Shares includes shares of Common Stock include shares of stock or other securities and assets of a corporation Person other than the successor or purchasing corporationPerson, as the case may be, in such reclassification, change, consolidation, merger, consolidationcombination, statutory share exchange, combinationStatutory Exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation Person and shall contain such additional provisions to protect the interests of the Holders holders of the Debentures Notes as the Company's Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the Repurchase Rights set forth in Article 8. In the event Holders of the Ordinary Shares have the right to make elections as to the kind or amount of securities, cash or other properties receivable upon any such merger, consolidation, statutory share exchange, combination, sale or conveyance, then from and after the effective date of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the Debentures shall be convertible into the kind and amount of such securities, cash or other property receivable by the greatest number of holders of Ordinary Shares who made such elections. The Issuer Company shall cause notice of the execution of such supplemental indenture to be mailed to each HolderHolder of Notes, at the his address of such Holder as it appears appearing on the register Note Register provided for in Section 2.5 of the Debenturesthis Indenture, within 20 twenty (20) days after execution thereof. Failure to deliver such notice the legality or validity of such supplemental indenture shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section 15.7 shall similarly apply to successive reclassifications, mergerschanges, consolidations, statutory share exchangesmergers, combinations, sales and conveyances. If this Section 9.13 applies to any event or occurrence, Section 9.4 shall not apply. Notwithstanding this Section 9.13, if a Public Acquirer Change of Control occurs and the Issuer elects to adjust the Conversion Rate and its conversion obligation pursuant to Section 9.16, the provisions of Section 9.16 shall apply to the conversion instead of this Section 9.13. If this Section 9.13 applies to any event or occurrence, any Additional ADRs which a Holder is entitled to receive upon conversion pursuant to Section 9.15, if applicable, shall not be payable in ADRs, but will represent a right to receive the aggregate amount of cash, securities or other property into which the Additional ADRs would convert, determined as provided in this Section 9.13, as a result of such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance.