Common use of Conversion Right and Conversion Price Clause in Contracts

Conversion Right and Conversion Price. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any outstanding Note or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted into duly authorized, fully paid and nonassessable Common Shares, at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion and subject to adjustment, as described below. Such conversion right shall expire at the close of business on the Business Day immediately preceding March 15, 2025 unless the Notes or a portion thereof have been previously called for redemption or repurchase. A Note for which a Holder has delivered a Repurchase Notice pursuant to Article XIII hereof may be surrendered for conversion only if such notice is withdrawn in accordance with Article XIII hereof. (b) The rate at which Common Shares shall be delivered upon conversion (the "Conversion Rate") shall be initially equal to 70.0133 Common Shares per $1,000 principal amount of Notes. The Conversion Price of the Notes (the "Conversion Price") shall be initially equal to $14.28 per Common Share. The Conversion Rate and the Conversion Price shall be adjusted in certain instances as provided in Section 14.4 hereof. (c) In case a Note or portion thereof is called for repurchase or redemption, such conversion right in respect of the Note or the portion so called, shall expire at the close of business on the Business Day immediately preceding a Repurchase Date or a Redemption Date, unless the Issuer defaults in making the payment due upon repurchase or redemption. In the case of a Change in Control for which the Holder exercises its Designated Event Repurchase Right with respect to a Note or portion thereof, such conversion right in respect of the Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the Designated Event Repurchase Date. (d) Notwithstanding anything contained in this Article XIV, any conversion of the Notes held by a resident of Canada will be subject to the availability of a prospectus exemption under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying the distribution of the underlying Common Shares.

Conversion Right and Conversion Price. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any outstanding Note Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable Common SharesADRs of the Guarantor, at the Conversion RatePrice, determined as hereinafter provided, in effect at the time of conversion and subject conversion: (1) during any Conversion Period, if the Trading Price of the ADRs of the Guarantor for at least 20 Trading Days in the 30 Trading Day period ending on the first day of such Conversion Period was more than 120% of the Conversion Price in effect on such 30th Trading Day; (2) during the five Business Day period following any period of 10 consecutive Trading Days in which the average of the Trading Prices of the Securities for such 10 Trading Day period was less than 105% of the average of the Conversion Values of the Securities during the same period; (3) at any time prior to adjustmentthe close of business on the second Business Day preceding the date fixed for redemption, if such Security has been called for redemption pursuant to Article 10 hereof; (4) during any period in which (A) the credit rating assigned to the Securities by Standard & Poor's Rating Group is below BB+, (B) the credit rating assigned to the Securities by such rating agency is suspended or withdrawn or (C) such rating agency is not then rating the Securities; or (5) as described belowprovided in paragraph (b) of this Section 12. 1. Such conversion right shall expire at the close of business on the Business Day immediately preceding March November 15, 2025 unless 2022. The Conversion Agent shall, on behalf of the Notes Company, determine on a daily basis whether the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or a portion thereof clause (2) above and, if the Securities shall be so convertible, the Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof. Whenever the Securities shall become convertible pursuant to this Section 12.1, the Company or, at the Company's request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 13.2, and the Company shall also publicly announce such information and publish it on the Guarantor's Worldwide Web site. Any notice so given shall be conclusively presumed to have been previously called duly given, whether or not the Holder receives such notice. The Company and the Guarantor hereby agree, and each Holder of Securities by its purchase thereof shall be deemed to have agreed, that the Conversion Agent shall incur no liability in connection with its obligations under the preceding paragraph (including, without limitation, in connection with any determination whether at any time the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above), except such liability as may result from the Conversion Agent's gross negligence or willful misconduct. In no event shall the Conversion Agent be liable to any Person, including any Holder, for redemption any consequential, punitive or repurchasespecial damages. A Note for which a Holder has delivered a Repurchase Notice pursuant The Company agrees to Article XIII hereof indemnify the Conversion Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Conversion Agent that arises out of or in connection with its obligations under the preceding paragraph, except such as may be surrendered for conversion only if such notice is withdrawn in accordance with Article XIII hereofresult from the gross negligence or willful misconduct of the Conversion Agent or any of its agents or employees. The Guarantor agrees to guarantee the obligations of the Company under the preceding sentence. The provisions of this paragraph shall survive the termination of this Indenture. (b) The rate at which Common Shares shall be delivered upon conversion (In addition, in the "Conversion Rate") shall be initially equal to 70.0133 Common Shares per $1,000 principal amount of Notes. The Conversion Price of the Notes (the "Conversion Price") shall be initially equal to $14.28 per Common Share. The Conversion Rate and the Conversion Price shall be adjusted in certain instances as provided in Section 14.4 hereof.event that: (c1) In case a Note the Guarantor (A) distributes to all holders of Ordinary Shares rights or portion thereof is called for repurchase or redemption, such conversion right in respect of the Note or the portion so called, shall expire at the close of business on the Business Day immediately preceding a Repurchase Date or a Redemption Date, unless the Issuer defaults in making the payment due upon repurchase or redemption. In the case of a Change in Control for which the Holder exercises its Designated Event Repurchase Right with respect to a Note or portion thereof, such conversion right in respect of the Note or portion thereof shall expire at the close of business on the Business Day immediately preceding the Designated Event Repurchase Date. warrants entitling them (d) Notwithstanding anything contained in this Article XIV, any conversion of the Notes held by a resident of Canada will be subject to the availability of a prospectus exemption under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying period expiring within 60 days after the distribution of the underlying Common record date for such distribution) to subscribe for or purchase Ordinary Shares., at

Conversion Right and Conversion Price. (a) Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any outstanding Note Debenture or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into duly authorized, fully paid and nonassessable Common SharesADRs of the Guarantor, at the Conversion RatePrice, determined as hereinafter provided, in effect at the time of conversion and subject conversion: (1) during any Conversion Period, if the Trading Price of the ADRs of the Guarantor for at least 20 Trading Days in the 30 Trading Day period ending on the first day of such Conversion Period was more than 130% of the Conversion Price in effect on such 30th Trading Day; (2) during the five Business Day period following any period of 10 consecutive Trading Days in which the average of the Trading Prices of the Debentures for such 10 Trading Day period was less than 98% of the average of the Conversion Values of the Debentures during the same period; (3) at any time prior to adjustmentthe close of business on the second Business Day preceding the date fixed for redemption, if such Debenture has been called for redemption pursuant to Article 7 hereof; (4) during any period in which (A) the senior unsecured debt rating assigned to the Guarantor by Standard & Poor's Rating Group is below BB+, (B) the senior unsecured debt rating assigned to the Guarantor by such rating agency is suspended or withdrawn or (C) such rating agency is not then issuing any such rating with respect to the Guarantor; or (5) as described belowprovided in paragraph (b) of this Section 9. 1. Such conversion right shall expire at the close of business on the Business Day immediately preceding March 15February 1, 2025 unless 2024. The Conversion Agent shall, on behalf of the Notes Issuer, determine on a daily basis whether the Debentures shall be convertible as a result of the occurrence of an event specified in clause (1) or a portion thereof clause (2) above and, if the Debentures shall be so convertible, the Conversion Agent shall promptly deliver to the Issuer and the Trustee written notice thereof. Whenever the Debentures shall become convertible pursuant to this Section 9.1, the Issuer or, at the Issuer's request, the Trustee in the name and at the expense of the Issuer, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 10.3, and the Issuer shall also publicly announce such information and publish it on the Guarantor's Worldwide Web site. Any notice so given shall be conclusively presumed to have been previously called duly given, whether or not the Holder receives such notice. The Issuer and the Guarantor hereby agree, and each Holder of Debentures by its purchase thereof shall be deemed to have agreed, that the Conversion Agent shall incur no liability in connection with its obligations under the preceding paragraph (including, without limitation, in connection with any determination whether at any time the Debentures shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above), except such liability as may result from the Conversion Agent's gross negligence or willful misconduct. In no event shall the Conversion Agent be liable to any Person, including any Holder, for redemption any consequential, punitive or repurchasespecial damages. A Note The Issuer agrees to indemnify the Conversion Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Conversion Agent that arises out of or in connection with its obligations under the preceding paragraph, except such as may result from the gross negligence or willful misconduct of the Conversion Agent or any of its agents or employees. The Guarantor agrees to guarantee the obligations of the Issuer under the preceding sentence. The provisions of this paragraph shall survive the termination of this Supplemental Indenture. (b) In addition, in the event that: (1) the Guarantor (A) distributes to all holders of Ordinary Shares rights or warrants entitling them (for which a Holder has delivered period expiring within 60 days after the record date for such distribution) to subscribe for or purchase Ordinary Shares, at a Repurchase Notice pursuant price per share less than the Trading Price of the Ordinary Shares on the Business Day immediately preceding the date of declaration of such distribution, or (B) distributes to Article XIII hereof all holders of Ordinary Shares assets, evidences of its Indebtedness or rights or warrants to purchase its securities, where the fair market value of such distribution per Ordinary Share (as determined by the Board of Directors of the Guarantor) exceeds 5% of the Trading Price of an Ordinary Share on the Business Day immediately preceding the date of declaration of such distribution, then, in each case, the Debentures may be surrendered for conversion only if at any time on and after the date that the Issuer gives notice to the Holders of such notice right, which shall be not less than 20 days prior to the ex-dividend date for such distribution, until the close of business on the Business Day immediately preceding the ex-dividend date or the Issuer announces that such distribution will not take place, whichever is withdrawn in accordance with Article XIII hereof.earlier; or (b2) The rate at the Guarantor consolidates with or merges into another corporation, or is a party to a binding share exchange or sells or conveys its properties and assets as, or substantially as, an entirety to any Person in a transaction pursuant to which Common the Ordinary Shares shall would be delivered upon conversion (the "Conversion Rate") shall be initially equal to 70.0133 Common Shares per $1,000 principal amount of Notes. The Conversion Price of the Notes (the "Conversion Price") shall be initially equal to $14.28 per Common Share. The Conversion Rate and the Conversion Price shall be adjusted in certain instances converted into cash, securities or other property as provided set forth in Section 14.4 9.13 hereof. (c) , then the Debentures may be surrendered for conversion at any time from and after the date which is 15 days prior to the date announced by the Issuer as the anticipated effective time of such transaction until 15 days after the actual date of such transaction. In case a Note Debenture or a portion thereof is called for repurchase or redemption, such conversion right in respect of the Note Debenture or the portion so called, shall expire at the close of business on the second Business Day immediately preceding a Repurchase Date or a the Redemption Date, unless the Issuer defaults in making the payment due upon repurchase or redemption. In the case of event a Change in Control for which the Holder exercises its Designated Event Repurchase Right with respect to a Note Debenture or portion thereof, such conversion right in respect of the Note Debenture or portion thereof shall expire at the close of business on the Business Day immediately preceding the Designated Event applicable Repurchase Date. . The number of ADRs into which each $1,000 principal amount of Debentures is convertible (the "Conversion Rate") shall be initially equal to approximately 13.1925 ADRs per $1,000 principal amount of Series A Debentures and 14.1819 ADRs per $1,000 principal amount of Series B Debentures. The Conversion Rate shall be adjusted in certain instances as provided in paragraphs (a), (b), (c), (d), (e), (f), (h) Notwithstanding anything contained in this Article XIV, any conversion and (i) of the Notes held by a resident of Canada will be subject to the availability of a prospectus exemption under applicable Canadian securities laws until such time as a final receipt has been issued for a Canadian prospectus qualifying the distribution of the underlying Common SharesSection 9.4.