Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to 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 notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the 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 Date), the Company will notify the Holder surrendering notes for conversion that the Company has directed the Financial Institution to make an exchange in lieu of conversion. If the Financial Institution accepts any such Notes, it will pay 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, 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 a combination thereof, as the case may be, or if the Financial Institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion 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) as provided in Section 10.03 above. The Company’s designation of the Financial Institution to which the Notes may be submitted for exchange does not require the Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrendersurrender of, on or prior to the scheduled 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 notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the each, an “Financial InstitutionExchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above14.02. By the close of business on the Scheduled Trading Day immediately preceding the 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 Date), the Company will shall notify the Holder surrendering notes Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Company has directed the Financial Institution designated financial institution to make an exchange Exchange in lieu Lieu of conversion. Conversion. (b) If the Financial Institution designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the Holder on the third second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the designated financial institution shall settle any such conversion on the Maturity Date). Any Notes exchanged by the Financial Institution will remain outstanding. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date, except that, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date with respect to which the Company has elected Physical Settlement, the Company shall settle any such conversion on the Maturity Date) as provided in accordance with Section 10.03 above. 14.02. (c) The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will shall not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it the Company for any such transaction. Any Notes exchanged by any designated financial institution pursuant to this Section 14.12 shall remain outstanding, notwithstanding the surrender of such Notes and shall be subject to the applicable procedures of the Depositary. (d) The Company, the Conversion Agent and the Holders surrendering their Notes for conversion shall cooperate to cause such Notes to be delivered to the designated financial institution and the Conversion Agent shall be entitled to conclusively rely on the Company’s instructions in connection with effecting any exchange election and shall have no liability for any such exchange election outside of its control.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversionconversion and the Conversion Date for such Note occurs prior to January 15, 2020, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on or prior to the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”). For so long as the Notes are subject to restrictions on transfer under the Securities Act, any such Financial Institution must be a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, and for so long as the Notes are subject to restrictions on transfer under applicable Canadian securities laws, any such Financial Institution in Canada (if any is so designated) must be an “accredited investor” under applicable Canadian securities laws and otherwise meet the requirements for a transfer of such Notes pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. In order to accept any Notes surrendered for conversion, the Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 10.03 above14.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business on the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Company will notify the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution to make an exchange in lieu of conversion. If the Financial Institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof otherwise due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or cash, shares of Common Stock or a combination thereof to the Holder on the third Business Day immediately following the last VWAP 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 a combination thereof, as the case may be, or if the Financial Institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof otherwise due upon conversion on the third Business Day immediately following the last VWAP 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) as provided in Section 10.03 above14.01. The Company’s designation of the Financial Institution to which the Notes may be submitted for exchange does not require the Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to 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 notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”). In order to accept any Notes surrendered for conversion, the Financial Institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section ‎Section 10.03 above. By the close of business on the Scheduled Trading Day immediately preceding the 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 Date), the Company will notify the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution to make an exchange in lieu of conversion. If the Financial Institution accepts any such Notes, it will pay 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, 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 a combination thereof, as the case may be, or if the Financial Institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion 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) as provided in Section ‎Section 10.03 above. The Company’s designation of the Financial Institution to which the Notes may be submitted for exchange does not require the Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding anything herein in this Indenture to the contrary, when a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to 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 applicable Conversion DateDate (assuming for purposes of this Section 13.10, and for the purpose of determining the related Observation Period, that the date such Holder surrenders such Notes for conversion is the Conversion Date for such Notes), such notes Notes to a financial institution designated by the Company (a “Financial Institution”) for exchange in lieu of conversion conversion. (the “Financial Institution”). b) In order to accept any such Notes surrendered for conversion, the Financial Institution must agree to pay and/or deliver, as the case may bepay, in exchange for such Notes, all of cash equal to the cash, shares of Common Stock or a combination thereof consideration due upon conversion, all conversion as provided in accordance with Section 10.03 above. 13.03. (c) By the close Close of business on the Scheduled Trading Day immediately preceding the first trading day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close of business Business on the second Business Day immediately following the relevant applicable Conversion Date), the Company will must notify the Holder surrendering notes Notes for conversion that the Company it has directed the Financial Institution to make an exchange in lieu of conversion. . (d) If the Financial Institution accepts any such Notes, it will pay and/or deliver, as deliver the case may be, the cash, shares or Common Stock or a combination thereof appropriate amount of cash 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 Scheduled Trading 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)Period. Any Notes exchanged by the such Financial Institution will remain outstanding. . (e) If the such 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 a combination thereof, as the case may becash consideration, or if the such Financial Institution does not accept the Notes for exchange, the Company shallwill, as promptly as practical thereafter, convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third Business Scheduled Trading Day immediately following the last Trading Day day of the applicable Observation Period Period, convert the Notes into cash pursuant to Section 13.03 (or, if the Company has elected Physical Settlement, based on the third Business Day immediately following the relevant such assumed Conversion Date) Date as provided in Section 10.03 described above). The Company’s designation of the a Financial Institution to which the Notes may be submitted for exchange does not require the Financial Institution to accept any Notes (unless the Financial Institution has separately made an agreement with the Company). The Company may, but will is not be obligated to, enter into a separate agreement with any the designated Financial Institution that would compensate it for any such transactiontransactions. Except as otherwise provided in the Indenture, the Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Price of the Common Stock, accrued Interest payable on the Notes and the Conversion Rate of the Notes. The Company will make all these calculations in good faith and, absent manifest error, its calculations will be final and binding on Noteholders. The Company will provide a schedule of the Company’s calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to rely conclusively upon the accuracy of its calculations without independent verification. The Trustee will forward the Company’s calculations to any Noteholder upon the request of that Noteholder.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversionconversion and the Conversion Date for such Note occurs prior to January 1, 2019, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 10.03 aboveas provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first trading day Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Company will shall notify the Holder surrendering notes Notes for conversion that the Company it has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the such Holder on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated institution will remain outstanding. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third Business Day immediately following the relevant Conversion Date) as provided ), in Section 10.03 aboveaccordance with this Article 14. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will is not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Company’s receipt of Stockholder Approval, the Company has shall have elected Physical SettlementSettlement in respect of such conversion, on or prior to the second Business Day immediately following the relevant Conversion Date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 10.03 above14.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Company’s receipt of Stockholder Approval, the Company has shall have elected Physical SettlementSettlement in respect of such conversion, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify the Conversion Agent and the Holder surrendering notes Notes for conversion that the Company it has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. If the Financial Institution designated financial institution accepts any such Notes, it will shall pay and/or or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay and/or deliver or deliver, as the case may be, such cash and/or cash, shares of Common Stock or a combination thereof to the such Holder on the third Business Day immediately following the last VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Company’s receipt of Stockholder Approval, the Company has shall have elected Physical SettlementSettlement in respect of such conversion, on the third Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated financial institution will remain outstanding. If the Financial Institution designated financial institution agrees to accept any Notes for exchange but does not timely pay and/or deliver or deliver, as the case may be, the full amount of the related cash, shares of Common Stock or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes Securities and pay and/or or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last VWAP Trading Day of the applicable relevant Observation Period (oror if, if following the Company’s receipt of Stockholder Approval, the Company has shall have elected Physical SettlementSettlement in respect of such conversion, on the third Business Day immediately following the relevant Conversion Date) as provided ), in Section 10.03 aboveaccordance with this Article 14. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange in lieu of conversion does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will is not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding anything herein to the contraryany other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to September 15, 2023, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, or if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above4.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first trading day VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close Close of business Business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. . (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay and/or deliver such cash and/or cash, shares of Common Stock (and cash in lieu of fractional shares) or combination thereof to the such Holder on the third Business Day immediately following the last VWAP 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 designated financial institution will remain outstandingoutstanding subject to the Applicable Procedures. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third Business Day immediately following the last VWAP 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) as provided set forth in Section 10.03 above4.02. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the CompanyCompany to do so). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled 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 notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the each, an “Financial InstitutionExchange in Lieu of Conversion”). In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock Ordinary Shares or a combination thereof due upon conversion, all in accordance with Section 10.03 above‎Section 14.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day 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 Date), the Company will shall notify the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange Exchange in lieu Lieu of conversion. Conversion. (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or Common Stock Ordinary Shares or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock Ordinary Shares to the such Holder on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated institution will remain outstanding. If the Financial Institution 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 a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock Ordinary Shares or a combination thereof due upon conversion on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date) as provided in Section 10.03 above. accordance with ‎Section 14.02. (c) The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will shall not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it the Company for any such transaction.. ARTICLE 15 Repurchase of Notes at Option of Holders

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when (a) When a Holder surrenders Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled 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 notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the each, an “Financial InstitutionExchange in Lieu of Conversion”). The Conversion Agent shall be entitled to conclusively rely upon the Company’s instruction in connection with effecting such exchange election and shall have no liability in respect of such exchange election. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above14.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day 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 Date), the Company will shall notify the Holder surrendering notes Notes for conversion conversion, the Trustee and the Conversion Agent (if other than the Trustee) in writing that the Company has directed the Financial Institution designated financial institution to make an exchange Exchange in lieu Lieu of conversion. Conversion. (b) If the Financial Institution designated financial institution accepts any such Notes, it will shall pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the Holder on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution will designated institution shall remain outstanding. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date) as provided in accordance with Section 10.03 above. 14.02. (c) The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will shall not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it the Company for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when (a) When a Holder surrenders Notes for conversionconversion and the Conversion Date for such Notes occurs prior to January 15, 2025, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Conversion Reference Period (or, if the Company has we have elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such notes Notes to a financial institution designated by the Company us for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with as provided under Section 10.03 above13.02. By the close of business on the Scheduled Trading Day immediately preceding the first trading day Trading Day of the applicable Observation Conversion Reference Period (or, if the Company has we have elected Physical Settlement, by the close of business on the second Business Day immediately following the relevant Conversion Date), the Company we will notify in writing the Holder surrendering notes Notes for conversion conversion, the Trustee and the Conversion Agent that the Company has we have directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. . (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will pay and/or deliver such cash and/or shares of Common Stock to the such Holder on the third second Business Day immediately following the last Trading Day of the applicable Observation Conversion Reference Period (or, if the Company has we have elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated institution will remain outstanding, subject to the Depositary’s applicable procedures. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, we will convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third second Business Day immediately following the last Trading Day trading day of the applicable Observation Conversion Reference Period (or, if the Company has we have elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). (c) as provided in Section 10.03 above. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. (a) Notwithstanding anything herein to the contraryany other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to December 15, 2031, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP 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 notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to timely pay the required cash and/or deliver, as the case may be, in exchange for such Notes, all of the cash, deliver shares of Common Stock or a combination thereof Stock, if any, due upon conversion, all in accordance with Section 10.03 above4.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first trading day VWAP 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 Date)Period, the Company will shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. . (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay the required cash and/or deliverdeliver shares of Common Stock, as the case may beif any, the cash, shares or Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay the required cash and/or deliver such cash and/or shares of Common Stock (and cash in lieu of fractional shares), if any, to the such Holder on the third second Business Day immediately following the last VWAP 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)Period. Any Notes exchanged by the Financial Institution designated financial institution will remain outstandingOutstanding subject to the Applicable Procedures. If the Financial Institution designated financial institution agrees to accept any Notes for exchange but does not timely pay the required cash and/or deliver the related cash, shares of Common Stock or a combination thereofStock, as the case may beif any, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay the required cash and/or deliver, as the case may be, the cash, deliver shares or Common Stock or a combination thereof Stock, if any due upon conversion on the third second Business Day immediately following the last VWAP 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) as provided set forth in Section 10.03 above4.02. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the CompanyCompany to do so). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.

Exchange in Lieu of Conversion. Notwithstanding anything herein to the contrary, when a Holder surrenders Notes for conversionconversion and the Conversion Date for such Note occurs prior to February 15, 2028, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on or prior to the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to pay and/or deliver, as the case may be, to the Conversion Agent for payment to such Holder, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof otherwise due upon conversion, all in accordance with Section 10.03 aboveas provided under this Article 14. By the close of business on the Scheduled Trading Day immediately preceding the first trading day Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, by the close of business on the second Business Scheduled Trading Day immediately following preceding the relevant Conversion Datesettlement date), the Company will shall notify the Holder surrendering notes Notes for conversion that the Company it has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay and/or deliver such cash and/or shares of Common Stock to the such Holder on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated institution will remain outstanding. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion on the third second Business Day immediately following the last Trading Day of the applicable Observation Period (or, if the Company has elected to satisfy the related Conversion Obligation by Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date) as provided ), in Section 10.03 aboveaccordance with this Article 14. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the Company). The Company may, but will is not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transactiontransactions.

Exchange in Lieu of Conversion. (a) Notwithstanding anything herein to the contraryany other provision of this Article 4, when a Holder surrenders Notes a Note for conversion, and the Conversion Date for such Note occurs prior to March 15, 2028, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the scheduled Scheduled Trading Day immediately preceding the first VWAP Trading Day of the applicable Observation Period (or, or if the Company has elected Physical Settlement, on or prior to the second Business Day immediately following the relevant Conversion Date), such notes Notes to a financial institution designated by the Company for exchange in lieu of conversion (the “Financial Institution”)conversion. In order to accept any Notes surrendered for conversion, the Financial Institution designated financial institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, all of the cash, shares of Common Stock or a combination thereof due upon conversion, all in accordance with Section 10.03 above4.02. By the close Close of business Business on the Scheduled Trading Day immediately preceding the first trading day VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, by the close Close of business Business on the second Business Day immediately following the relevant Conversion Date), the Company will shall notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering notes Notes for conversion that the Company has directed the Financial Institution designated financial institution to make an exchange in lieu of conversion. . (b) If the Financial Institution designated financial institution accepts any such Notes, it will pay and/or deliver, as the case may be, the cash, shares or of Common Stock or a combination thereof due upon conversion to the Conversion Agent, and the Conversion Agent will shall pay and/or deliver such cash and/or cash, shares of Common Stock (and cash in lieu of fractional shares) or combination thereof to the such Holder on the third second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date). Any Notes exchanged by the Financial Institution designated financial institution will remain outstandingOutstanding subject to the Applicable Procedures. If the Financial Institution 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 or a combination thereof, as the case may be, or if the Financial Institution such designated financial institution does not accept the Notes for exchange, the Company shall, as promptly as practical thereafter, shall convert the Notes and pay and/or deliver, as the case may be, the cash, shares or Common Stock or a combination thereof due upon conversion on the third second Business Day immediately following the last VWAP Trading Day of the applicable Observation Period (or, if the Company has elected Physical Settlement, on the third second Business Day immediately following the relevant Conversion Date) as provided set forth in Section 10.03 above4.02. The Company’s designation of the Financial Institution a financial institution to which the Notes may be submitted for exchange does not require the Financial Institution financial institution to accept any Notes (unless the Financial Institution financial institution has separately made an agreement with the CompanyCompany to do so). The Company may, but will not be obligated to, enter into a separate agreement with any Financial Institution designated financial institution that would compensate it for any such transaction.