Common use of Conversion Privilege and Conversion Rate Clause in Contracts

Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted, in whole or in part, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the Issue Date and expire at the close of business on the date of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted for repurchase, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, in which case the conversion right will terminate at the close of business on the date such default is cured and the Securities are redeemed or repurchased, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). If the Securities have a Redemption Date on or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities surrendered for conversion after notice of redemption and prior to the Redemption Date. If a holder surrenders its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change and prior to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium to such holder, in addition to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially equal to 68.2594 shares for each U.S. 1,000 aggregate principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII.

Conversion Privilege and Conversion Rate. (a) Subject to the right of the Company to pay some or all of the conversion consideration in cash in accordance with Section 4.12, and upon compliance with the provisions of this ArticleArticle IV, at the option of the Holder thereof, any Security or portion thereof that is an integral multiple of $1,000 principal amount may be converted, in whole or in part, converted into fully paid and nonassessable shares non-assessable Shares (calculated as to each conversion to the nearest 1/100th of a share) at any time prior to the close of Common Stock of business on the Business Day immediately preceding the Final Maturity Date, unless previously redeemed by the Company or purchased by the Company at the Holders' option, at the Conversion RateRate in effect at such time, determined as hereinafter provided, in effect at the time of conversionconversion and subject to the adjustments described below. Such Subject to the conversion right procedures set forth in Section 4.2, upon conversion of the Securities, Holders who are Qualified Canadians will receive Voting Shares and Holders who are not Qualified Canadians will receive Variable Voting Shares. (b) The conversion rights pursuant to this Article IV shall commence on the Issue Date initial issuance date of the Securities and expire at the close of business on the date of MaturityBusiness Day immediately preceding the Final Maturity Date, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case If a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted or presented for repurchasepurchase pursuant to Article III, such conversion right shall expire terminate at the close of business on the Business Day immediately preceding the Redemption Date, Put Right Purchase Date or the Change of Control Repurchase Date, as the case may be, Date for such Security (unless the Company defaults shall fail to make the Redemption Price, Put Right Purchase Price, or Change of Control Repurchase Price payment when due in making the payment due upon redemption or repurchase, as the case may beaccordance with Article III, in which case the conversion right will shall terminate at the close of business on the date such default failure is cured and the Securities are such Security is redeemed or repurchasedpurchased, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Securitybe). If the Securities have in respect of which a Redemption Date on Put Right Purchase Notice or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities a Change of Control Repurchase Notice has been delivered may not be surrendered for conversion after notice of redemption and pursuant to this Article IV prior to a valid withdrawal of such Put Right Purchase Notice or such Change of Control Repurchase Notice in accordance with the Redemption Date. If provisions of Article III. (c) Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security. (d) A Holder of Securities is not entitled to any rights of a holder surrenders of Shares until such Holder has converted its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change into Shares, and prior only to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium extent such Securities are deemed to such holder, in addition have been converted into Shares pursuant to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock shall be delivered upon conversion this Article IV. (herein called the "Conversion Rate"e) shall be initially equal to 68.2594 shares for each U.S. 1,000 aggregate principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XIISection 4.1(f) and Section 4.5. (f) If prior to June 6, 2008, there shall have occurred a Change of Control and more than 10% of the consideration for the Shares in the transaction or transactions constituting the Change of Control consists of cash, other than cash payments for fractional shares and cash payments made in respect of dissenters' appraisal rights, then, subject to the provisions of Section 3.9(d) regarding a Public Acquiror Change of Control, the Company shall pay a "Make Whole Premium" to the Holders of the Securities who convert their Securities during the period beginning 10 Trading Days before the anticipated Change of Control Effective Date and ending on the Change of Control Repurchase Date by increasing the Conversion Rate for such Securities. The number of additional Shares per $1,000 principal amount of Securities constituting the Make Whole Premium shall be determined by reference to the table below, based on the Change of Control Effective Date of such Change of Control and the Share Price of such Change of Control; provided that if the Share Price or Change of Control Effective Date are not set forth on the table: (i) if the actual Share Price on the Change of Control Effective Date is between two Share Prices on the table or the actual Change of Control Effective Date is between two Change of Control Effective Dates on the table, the Make Whole Premium will be determined by a straight-line interpolation between the Make Whole Premiums set forth for the two Share Prices and the two Change of Control Effective Dates on the table based on a 365-day year, as applicable, (ii) if the Share Price on the Change of Control Effective Date exceeds $100.00 per Share, subject to adjustment as set forth herein, no Make Whole Premium will be paid, and (iii) if the Share Price on the Change of Control Effective Date is less than $37.00 per Share, subject to adjustment as set forth herein, no Make Whole Premium will be paid. If Holders of Shares receive only cash in the transaction, the Share Price shall be the cash amount paid per Share in connection with the Change of Control. Otherwise, the Share Price shall be equal to the average Closing Price of Shares over the ten Trading Day period ending on the Trading Day immediately preceding the applicable Change of Control Effective Date. $37.00 6.1937 5.7583 5.3490 0.0000 $40.00 5.2985 4.7669 4.1933 0.0000 $42.50 4.6945 4.1091 3.4369 0.0000 $45.00 4.1917 3.5713 2.8315 0.0000 $47.50 3.7701 3.1295 2.3480 0.0000 $50.00 3.4146 2.7650 1.9629 0.0000 $55.00 2.8546 2.2109 1.4137 0.0000 $60.00 2.4405 1.8224 1.0668 0.0000 $70.00 1.8851 1.3395 0.7027 0.0000 $80.00 1.5398 1.0677 0.5404 0.0000 $90.00 1.3086 0.8991 0.4550 0.0000 $100.00 1.1437 0.7849 0.4014 0.0000 The Share Prices set forth in the first column of the table above will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately preceding such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately preceding the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of additional Shares set forth in the table above will be adjusted in the same manner as the Conversion Rate as set forth in Section 4.5 hereof, other than as a result of an adjustment of the Conversion Rate by adding the Make Whole Premium as described above. (g) By delivering the amount of cash and/or the number of Shares issuable on conversion to the Trustee, the Company will be deemed to have satisfied its obligation to pay the principal amount of the Securities so converted and its obligation to pay accrued and unpaid interest, attributable to the period from the most recent Interest Payment Date through the Conversion Date (which amount will be deemed paid in full rather than cancelled, extinguished or forfeited).

Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security may be converted, in whole or in part, converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on the Issue Date initial issuance date of the Securities and expire at the close of business on the date of Maturity, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted for repurchasecalled, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, in which case the conversion right will terminate at the close of business on the date such default is cured and the Securities are redeemed or repurchased, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). If the Securities have a Redemption Date on or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities surrendered for conversion after notice of redemption and prior to the Redemption Date. If a holder surrenders its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change and prior to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium to such holder, in addition to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially equal to 68.2594 5.2430 shares of Common Stock for each U.S. 1,000 aggregate U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII. Notwithstanding any other provision of this Indenture and the Securities, the initial conversion rate set forth above shall be deemed to have given effect to the Company's two-for-one common stock split, to be effected as a common stock dividend payable on April 3, 2000, and no further adjustment shall be made in respect thereof.

Conversion Privilege and Conversion Rate. Subject to and upon compliance with the provisions of this ArticleArticle 11, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted, in whole or in part, into fully paid and nonassessable shares converted (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock into fully paid and nonassessable Ordinary Shares (or, at the election of the Company Holder, into ADSs representing Ordinary Shares; provided that the Company's deposit agreement with respect to ADSs, or a successor deposit agreement, is in effect) at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence on upon the Issue Date original issuance of the Securities and expire at the close of business on June 12, 2010, unless the date of MaturitySecurity has been previously redeemed or repurchased, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called for redemption or submitted for repurchasecalled, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be, in which case the conversion right will terminate at the close of business on the date such default is cured and the Securities are redeemed or repurchased, as the case may be (in each case subject subject, as aforesaid aforesaid, to any Applicable Procedures with respect to any Global Security). If the Securities have a Redemption Date on or before December 10, 2007, the Company will make an Interest Make Whole Payment (as provided in Section 11.1) on all Securities surrendered for conversion after notice of redemption and prior to the Redemption Date. If a holder surrenders its Securities (or any portion thereof) for conversion after receipt of a Company Notice in connection with a Fundamental Change and prior to the Repurchase Date, and the Fundamental Change constitutes a Cash Buy-Out, the Company will pay a Make Whole Premium to such holder, in addition to the shares of Common Stock deliverable upon conversion of the Securities. The rate at which shares of Common Stock Ordinary Shares shall be delivered upon conversion (herein called the "Conversion RateCONVERSION RATE") shall be initially equal to 68.2594 shares 512.82 Ordinary Shares for each U.S. 1,000 aggregate U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this Article XII11. In the event that the Holder elects to receive ADSs upon conversion, such Holder shall receive the whole number of ADSs (rounded down to the nearest ADS, in the event that a fractional ADS would otherwise be issuable) representing the number of Ordinary Shares that would be deliverable to such Holder if such Holder elected to receive Ordinary Shares upon conversion of Securities. For purposes of the remainder of this Article 11, unless the context requires otherwise, the term "ORDINARY SHARES" means the Ordinary Shares or ADSs issuable upon conversion of Securities.