Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. When a Holder surrenders Securities for conversion, the Company may direct the Conversion Agent in writing to surrender such Securities to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversion. In order to accept any Securities surrendered for conversion, the Designated Institution must agree to deliver, in exchange for such Securities, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). By the close of business on the Scheduled Trading Day immediately preceding the start of the Conversion Period, the Company will notify the Holder surrendering Securities for conversion that (i) it has directed the Designated Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). If the Designated Institution accepts any such Securities, it will deliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, to the Conversion Agent and the Conversion Agent will deliver such cash, shares of Common Stock or cash and shares of Common Stock, if applicable, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such Designated Institution does not accept the Securities for exchange, the Company will, as promptly as practical thereafter convert the Securities into shares of Common Stock or cash and shares of Common Stock, if applicable, in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based on the Conversion Period as determined under Section 12.01(d). The Company’s designation of a financial institution to which the Securities may be submitted for exchange does not require the institution to accept any Securities. The Company will not pay any consideration to, or otherwise enter into any agreement with, the Designated Institution for or with respect to such designation.

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Securities Notes for conversion, the Company may may, at its election, direct the Conversion Agent in writing to surrender surrender, on or prior to the scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Securities notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (the “Financial Institution”). In order to accept any Securities Notes surrendered for conversion, the Designated Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such SecuritiesNotes, all of the cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration thereof due upon conversion, as determined under all in accordance with Section 12.01(d)10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the start first trading day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion PeriodDate), the Company will notify the Holder surrendering Securities notes for conversion that (i) it the Company has directed the Designated Financial Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). If the Designated Financial Institution accepts any such SecuritiesNotes, it will deliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicablepay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion to the Conversion Agent Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution will remain outstanding. If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or cash and shares of Common Stock, if applicablea combination thereof, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such Designated the Financial Institution does not accept the Securities Notes for exchange, the Company willshall, as promptly as practical thereafter thereafter, convert the Securities into Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or cash and shares a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of Common Stockthe applicable Observation Period (or, if applicable, in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Period Date) as determined under provided in Section 12.01(d)10.03 above. The Company’s designation of a financial institution the Financial Institution to which the Securities Notes may be submitted for exchange does not require the institution Financial Institution to accept any SecuritiesNotes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not pay any consideration be obligated to, or otherwise enter into a separate agreement with any agreement with, the Designated Financial Institution that would compensate it for or with respect to any such designationtransaction.

Exchange in Lieu of Conversion. (a) When a Holder surrenders Securities Notes for conversion, the Company may may, at its election, direct the Conversion Agent in writing to surrender surrender, on or prior to the Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the Business Day immediately following the relevant Conversion Date), such Securities Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (each, an “Exchange in Lieu of Conversion”). In order to accept any Securities Notes surrendered for conversion, the Designated Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such SecuritiesNotes, all of the cash, shares of Common Stock based upon the applicable Conversion Rate Ordinary Shares or a combination of cash and shares of Common Stock, if applicable, equal to the consideration thereof due upon conversion, as determined under Section 12.01(d)all in accordance with ‎Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the start first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the Business Day immediately following the relevant Conversion PeriodDate), the Company will shall notify the Holder surrendering Securities Notes for conversion that (i) it the Company has directed the Designated Institution designated financial institution to make an exchange Exchange in lieu Lieu of conversion and Conversion. (iib) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). If the Designated Institution designated financial institution accepts any such SecuritiesNotes, it will deliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicablepay and/or deliver, as the case may be, the cash, Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent Agent, and the Conversion Agent will pay and/or deliver such cash and/or Ordinary Shares to such Holder on the second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the designated institution will remain outstanding. If the designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock Ordinary Shares or cash and shares of Common Stock, if applicablea combination thereof, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such Designated Institution designated financial institution does not accept the Securities Notes for exchange, the Company willshall convert the Notes and pay and/or deliver, as promptly as practical thereafter convert the Securities into shares case may be, the cash, Ordinary Shares or a combination thereof due upon conversion on the second Business Day immediately following the last Trading Day of Common Stock or cash and shares of Common Stockthe applicable Observation Period (or, if applicablethe Company has elected Physical Settlement, on the second Business Day immediately following the relevant Conversion Date) in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based on the Conversion Period as determined under Section 12.01(d). ‎Section 14.02. (c) The Company’s designation of a financial institution to which the Securities Notes may be submitted for exchange does not require the financial institution to accept any SecuritiesNotes (unless the financial institution has separately made an agreement with the Company). The Company will may, but shall not pay any consideration be obligated to, or otherwise enter into a separate agreement with any agreement with, designated financial institution that would compensate the Designated Institution Company for or with respect to any such designation.transaction. ARTICLE 15 Repurchase of Notes at Option of Holders

Exchange in Lieu of Conversion. When Notwithstanding anything herein to the contrary, when a Holder surrenders Securities Notes for conversion, the Company may may, at its election, direct the Conversion Agent in writing to surrender surrender, on or prior to the scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such Securities Notes to a financial institution designated by the Company (the “Designated Institution”) for exchange in lieu of conversionconversion (the “Financial Institution”). In order to accept any Securities Notes surrendered for conversion, the Designated Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such SecuritiesNotes, all of the cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration thereof due upon conversion, as determined under Section 12.01(d)all in accordance with ‎Section 10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the start first trading day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion PeriodDate), the Company will notify the Holder surrendering Securities Notes for conversion that (i) it the Company has directed the Designated Financial Institution to make an exchange in lieu of conversion and (ii) whether the Designated Institution will deliver, upon exchange, cash, shares of Common Stock based upon the applicable Conversion Rate or a combination of cash and shares of Common Stock, if applicable, equal to the consideration due upon conversion, as determined under Section 12.01(d). If the Designated Financial Institution accepts any such SecuritiesNotes, it will deliver the appropriate cash, number of shares of Common Stock or cash and shares of Common Stock, if applicablepay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion to the Conversion Agent Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution will remain outstanding. If the Financial Institution agrees to accept any Notes for exchange but does not timely pay and/or deliver the related cash, shares of Common Stock or cash and shares of Common Stock, if applicablea combination thereof, as the case may be, to the Holder. Any Securities exchanged by the Designated Institution will remain outstanding. If the Designated Institution agrees to accept any Securities for exchange but does not timely deliver the related consideration, or if such Designated the Financial Institution does not accept the Securities Notes for exchange, the Company willshall, as promptly as practical thereafter thereafter, convert the Securities into Notes and pay and/or deliver, as the case may be, the cash, shares of or Common Stock or cash and shares a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of Common Stockthe applicable Observation Period (or, if applicable, in accordance with the election made by the Company in the initial notice to the Holders surrendering the Securities and based has elected Physical Settlement, on the third Business Day immediately following the relevant Conversion Period Date) as determined under Section 12.01(d)provided in ‎Section 10.03 above. The Company’s designation of a financial institution the Financial Institution to which the Securities Notes may be submitted for exchange does not require the institution Financial Institution to accept any SecuritiesNotes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not pay any consideration be obligated to, or otherwise enter into a separate agreement with any agreement with, the Designated Financial Institution that would compensate it for or with respect to any such designationtransaction.