Common use of Qualifying Takeover Event Clause in Contracts

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price) (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), and the Issuer shall publish a notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer shall, to the extent permitted by Applicable Law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include supplemental indentures to this Indenture and amendments and modifications to the terms of the Notes and this Indenture) as may be required to ensure that, with effect from the QTE Effective Date, the Notes shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified), at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above. (e) The Trustee shall be obliged (at the expense of the Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this Indenture and/or the terms of the Notes. (f) For the avoidance of doubt, if a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity), there is no provision for any automatic adjustment to the terms of the Notes, whether in the manner provided for above in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares).

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice. (bi) If the Takeover Event is a Qualifying Takeover EventEvent shall occur, the Notes Tier 1 BCNs shall, where the Conversion Date falls on or after the QTE New Conversion Condition Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)in accordance with this Condition 7, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (cii) The New Floor Price shall be subject to adjustment in the circumstances provided in this Condition 7 for under Section 5.1 (Adjustment the adjustment of the Floor Price) Price (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), appropriate) and the Issuer shall publish a give notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter. (diii) In the case of a Qualifying Takeover Event: (i1) the Issuer shall and will procure that the Guarantor shall, to the extent permitted by Applicable Law and regulation, on or prior to the QTE New Conversion Condition Effective Date, enter into such agreements and arrangements (arrangements, which may include deeds supplemental indentures to this Indenture these Conditions, and such amendments and modifications to these Conditions and the terms of the Notes and this Indenture) as may Guarantee shall be required made to ensure that, with effect from the QTE New Conversion Condition Effective Date, the Notes Tier 1 BCNs shall be convertible into, or exchangeable for, Approved Entity SharesShares of the Approved Entity, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) this Condition 7 (as may be so supplemented, amended or modified), ) at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and; (ii2) upon the occurrence of a Capital Adequacy Trigger Event Issuer shall, where the Conversion Date falls on or after the QTE New Conversion Condition Effective Date, the Issuer shall procure (to the extent within its control) the issue and/or delivery of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)in this Condition 7, as may be amended or modified as provided above. (eiv) Within 10 business days following the occurrence of a Takeover Event, the Issuer shall give notice thereof in accordance with Condition 17 to the Holders (a “Takeover Event Notice”). The Trustee Takeover Event Notice shall be obliged specify: (at 1) the expense identity of the Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this Indenture and/or the terms of the Notes.Acquiror; (f2) For whether the avoidance of doubt, if a Takeover Event is not a Qualifying Takeover Event or a Non-Qualifying Takeover Event; (including if that is because the Acquirer is a Governmental Entity), there is no provision for any automatic adjustment to the terms of the Notes, whether 3) in the manner provided for above in respect case of a Qualifying Takeover EventsEvent, or if determined at allsuch time, and therefore the provisions above under Section 4.1 New Floor Price; and (Automatic 4) if applicable, the New Conversion Upon Capital Adequacy Trigger Event) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)Condition Effective Date.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.08 of this Twelfth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.08 of this Twelfth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.08 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)of Sections 2.08 of this Third Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.08 of this Third Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.08 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.15 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity SharesPrice.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”appropriate), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms and conditions of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)of Sections 2.15 of this Third Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and; (ii) upon the occurrence of a Capital Adequacy Trigger Event Company shall, where the Conversion Date falls on or after the QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.15 of this Third Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this Indenture and/or the terms of the Notes. (f) For the avoidance of doubt, if a Takeover Event is not a Qualifying Takeover Event for any reason (including if that is including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event fails to be Qualifying Takeover Event, there is no provision for shall not be any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares).

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)of Sections 2.08 of this Fourth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.08 of this Fourth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.08 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price4.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.07 of this Ninth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.07 of this Ninth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article IV in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.07 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.07 of this Seventh Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.07 of this Seventh Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.07 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.08 of this Eleventh Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.08 of this Eleventh Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.08 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.07 of this Sixth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.07 of this Sixth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.07 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.15 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity SharesPrice.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”appropriate), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms and conditions of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)of Sections 2.15 of this Fourth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and; (ii) upon the occurrence of a Capital Adequacy Trigger Event Company shall, where the Conversion Date falls on or after the QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.15 of this Fourth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this Indenture and/or the terms of the Notes. (f) For the avoidance of doubt, if a Takeover Event is not a Qualifying Takeover Event for any reason (including if that is including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event fails to be Qualifying Takeover Event, there is no provision for shall not be any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article III in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares).

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer shall give notice thereof to the Holders of the Notes by means of a Takeover Event Notice.Notice.‌ (b) If the Takeover Event is a Qualifying Takeover Event, the Notes shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price) (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references to “Ordinary Shares” shall be read as references to “Approved Entity Shares”), and the Issuer shall publish a notice to Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes of the New Floor Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer shall, to the extent permitted by Applicable Law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include supplemental indentures to this Indenture and amendments and modifications to the terms of the Notes and this Indenture) as may be required to ensure that, with effect from the QTE Effective Date, the Notes shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified), at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above. (e) The Trustee shall be obliged (at the expense of the Issuer) to concur with the Issuer in making any such amendments and modifications to this Indenture, and to execute any supplemental indentures to this Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this Indenture and/or the terms of the Notes. (f) For the avoidance of doubt, if a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity), there is no provision for any automatic adjustment to the terms of the Notes, whether in the manner provided for above in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) shall continue to apply and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares).

Qualifying Takeover Event. (a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Issuer Company shall give notice thereof to the Holders and Beneficial Owners of the Notes Securities by means of a Takeover Event Notice. (b) If the Takeover Event is a Qualifying Takeover Event, the Notes Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event)2.07 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.” (c) The New Floor Conversion Price shall be subject to adjustment in the circumstances provided for under Section 5.1 (Adjustment of Floor Price4.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be appropriate and references herein to “Ordinary Conversion Shares” shall be read as deemed to be references to “Approved Entity Shares”), and the Issuer Company shall publish a give notice to the Holders on the ISA’s website (Magna) and the TASE announcement system (MAYA) of the Notes Securities of the New Floor Conversion Price and of any such modifications and amendments thereafter. (d) In the case of a Qualifying Takeover Event: (i) the Issuer Company shall, to the extent permitted by Applicable Law applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (which may include including, without limitation supplemental indentures to this the Indenture and amendments and modifications to the terms of the Notes Securities and this the Indenture) as may be required to ensure that, with effect from effective upon the QTE Effective Date, the Notes Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions under of Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) (as may be so supplemented, amended or modified)2.07 of this Eighth Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and (ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Issuer Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event), as may be amended or modified as provided above2.07 of this Eighth Supplemental Indenture. (e) The Trustee shall be obliged (at the expense of the IssuerCompany) to concur with the Issuer Company in making any such amendments and modifications to this the Indenture, and to execute any supplemental indentures to this the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under this the Indenture and/or the terms of the NotesSecurities. (f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event (including if that is because the Acquirer is a Governmental Entity)Event, there is no provision for any automatic adjustment to the terms of the NotesSecurities, whether in the manner provided for above in this Article IV in respect of Qualifying Takeover Events, or at all, and therefore the provisions above under Section 4.1 (Automatic Conversion Upon Capital Adequacy Trigger Event) 2.07 shall continue to apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 4.3 (The Conversion Shares)1.01.