Common use of Exchange in Lieu of Conversion Clause in Contracts

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination of cash and Common Stockthereof, at the Company’s electionas applicable, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as the case may beset forth in this Section 14.12. Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the close of business on the Scheduled Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to To accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon on conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Scheduled Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), and the Holder surrendering Notes for conversion in writing respect of which the Company has made an Exchange Election, that it has made an such Exchange Election, and the Company shall concurrently notify the Designated Institution(s) Institution of the Settlement Method with respect to such conversion and the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may beConsideration. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures Applicable Procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading close of business on the Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of conversion consideration to be paid and/or delivered, as business on the case may beBusiness Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as the case may beset forth in this Section 14.12). Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or combination of cash and Common Stock, thereof at the Company’s election, that would otherwise be election of the Company due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination of cash and Common Stockthereof, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the DepositaryCash Percentage.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to ‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing writing, that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other consideration agreed to between the converting Holder and such Designated Financial Institution (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of conversion consideration to be paid and/or delivered, as business on the case may beBusiness Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution(s) as the case may beset forth in this Section 14.12(a). Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the second Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered. For the avoidance of doubt, as the case may be. Any Notes exchanged by no failure of the Designated Institution(s) will remain outstanding, subject Financial Institution to applicable procedures of deliver the DepositaryConversion Consideration shall limit the Holders’ right to convert the Notes pursuant to this Article 14.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder of such Notes and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 4.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution(s) as the case may beset forth in this Section 4.11(a). Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated in writing by the Company to the Conversion Agent (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or and delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) a. When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the second Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the second Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by For the avoidance of doubt, no failure of the Designated Institution(s) will remain outstanding, subject Financial Institution to applicable procedures of deliver the DepositaryConversion Consideration shall limit the Holders’ right to convert the Notes pursuant to this Article 14.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in ‎Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated 84 Financial Institution(s) as the case may beset forth in this ‎Section 14.12(a). Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution(s) as the case may beset forth in this Section 14.12. Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to ‎Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or and delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in 77 exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, or a combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of notes to be converted and pay or deliver, as the case may be, cash, shares of Common Stock or combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdirect, on or prior to the Trading Business Day immediately following the relevant Conversion Date, the Conversion Agent to cause the surrender of such Notes (subject to the applicable procedures of the Depositary and the procedures set forth in this Indenture) to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election (and include in such notice to the Trustee and the Conversion Agent (if other than the Trustee) the contact information of the Designated Institution), and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdirect, on or prior to the Trading Business Day immediately following the relevant Conversion Date, the Conversion Agent to deliver such Notes (subject to the applicable procedures of the Depositary and the procedures set forth in this Indenture) to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in ‎Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election (and include in such notice to the Trustee and the Conversion Agent (if other than the Trustee) the contact information of the Designated Institution), and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the delivered to any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a)When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other consideration agreed to by the converting Holder and the Designated Institution (such consideration, the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Institution on or prior to the close of conversion consideration to be paid and/or delivered, as business on the case may beBusiness Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its any Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or a combination of cash and Common Stockthereof, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or and delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its any Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of conversion consideration to be paid and/or delivered, as business on the case may beBusiness Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionthe Company’s election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other consideration as agreed between the Designated Financial Institution(s) and such Holder (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery type of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by case, and the Designated Institution(s) will remain outstanding, subject to applicable procedures deadline for delivery of the DepositaryConversion Consideration.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, or a combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and Common Stock, thereof at the Company’s election, that would otherwise be election of the Company due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shallwill, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently will notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the Company’s Conversion Obligation that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery payment and/or delivery, as the case may be, of the Conversion Consideration and the type and amounts of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct arrange to have such Note exchanged in lieu of conversion by a financial institution (a “Designated Financial Institution”) by directing in writing, the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “such Designated Institution”) Financial Institution for exchange in lieu of conversion (conversion. To make an “Exchange Election”), the Company shall send written notice of such election to the Holder of such Note, the Trustee and the Conversion Agent before the close of business on the Trading Day immediately following the Conversion Date for such Note, and the Company shall deliver the Note for exchange no later than the second Business Day immediately following such Conversion Date and arrange for the Designated Financial Institution to deliver the Conversion Consideration. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion pursuant to ‎‎Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the ​ Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs (or Ordinary Shares in lieu thereof) or a combination of cash and Common Stockthereof (or Ordinary Shares in lieu thereof), at the Company’s electionas applicable, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.​

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrenderdeliver, on or prior to the close of business on the Trading Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Financial Institution (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Financial Institution as the case may beset forth in this Section 14.12). Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other consideration agreed to by the converting Holder and the Designated Institution (such consideration, the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration Consideration; provided that if the Company elects Physical Settlement in respect of its Conversion Obligation, it shall so notify the converting Holders and the type Designated Financial Institution on or prior to the close of conversion consideration to be paid and/or delivered, as business on the case may beBusiness Day following the relevant Conversion Date. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or (and deliver, as the case may beif applicable), in exchange for such Notes, the cash, shares same forms and proportionate amounts of Common Stock or combination of cash and Common Stockconsideration, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Electionsuch election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, delivered (unless the form of Conversion Consideration has been otherwise agreed by the Holder and the Designated Institution(s) as the case may beset forth in this Section 14.12. Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Financial Institution must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes and cash, shares of Common Stock or combination of cash and Common Stockthereof, at the Company’s election, in respect of the remainder, if any, of the Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading second Business Day following the relevant Conversion Date, notify in writing the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Institution(s) Financial Institution of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the DepositaryCash Percentage.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrendercause, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to be transferred to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs or a combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by such Hxxxxx and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.90

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock ADSs ( or Ordinary Shares in lieu thereof) or a combination of cash and Common Stockthereof, at the Company’s electionas applicable, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, Election and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant Settlement Method and the relevant deadline for payment and/or delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the DepositaryConsideration.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent cause such Notes to surrenderbe delivered, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the Holder and the Designated Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it has made an such Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by The Conversion Agent shall be entitled to conclusively rely upon the Designated Institution(s) will remain outstanding, subject to applicable procedures Company’s instruction in connection with effecting any Exchange Election and shall have no liability for such Exchange Election outside of the Depositaryits control.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 above. If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, 80 in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Class A Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration constituting the Conversion Obligation under this Indenture to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, thereof at the Company’s election, that would otherwise be election of the Company due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading second Business Day immediately (or, if the Company elects Physical Settlement in respect of such conversion, the Business Day) following the relevant Conversion Date, such Notes to one or more a financial institutions institution designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) Institution must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Business Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if the other than the Trustee), in writing ) that it has made an Exchange Electionsuch election. In addition, and the Company shall concurrently notify the Designated Institution(s) Institution of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may beConsideration. Any Notes exchanged by the Designated Institution(s) Institution will remain outstanding, subject to the applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to ‎Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or and delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.76

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, of such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or and deliver, as the case may be, in exchange for such Notes, cash up to the aggregate principal amount of such Notes, and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder if any, of the Company’s Conversion Obligation in excess of the aggregate principal amount of such Notes that would otherwise be due upon conversion pursuant to ‎Section 14.02 (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by before the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion ‌ ​ Consideration and the type of conversion consideration Conversion Consideration to be paid and/or and delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent in writing to surrender, on or prior to the Trading Business Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a the “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, or, following satisfaction of the Share Reservation Condition, cash, shares of Common Stock or combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion (the “Conversion Consideration”) as described in Section 14.02 aboveabove and in respect of which the Company has notified converting Holders. If the Company makes an Exchange Electionthe election described above, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify the Holder surrendering its Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) that it the Company has made an Exchange Electionsuch election. In addition, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may bedue upon conversion. Any Notes exchanged by delivered to the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its election, direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Institution”) for exchange in lieu of conversion (an “Exchange Election”). In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Institution(s) must agree to timely pay and/or or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, that would otherwise be due upon conversion as described in Section 14.02 above or such other amount agreed to by the converting Holder and the Designated Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversion, the Trustee and the Conversion Agent (if other than the Trustee), in writing that it has made an such Exchange Election, and the Company shall concurrently notify the Designated Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the any Designated Institution(s) Institution will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionelection (an “Exchange Election”), direct the Conversion Agent in writing to surrenderdeliver, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company Company, in writing to the Conversion Agent (each, a “Designated Financial Institution”) ), for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination of cash and Common Stock, at the Company’s election, thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of conversion consideration Conversion Consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by the Designated Institution(s) will remain outstanding, subject to applicable procedures of the Depositary.

Exchange in Lieu of Conversion. (a) When a Holder surrenders its Notes for conversion, the Company may, at its electionthe Company’s election (an “Exchange Election”), direct the Conversion Agent to surrender, on or prior to the Trading Day immediately following the relevant Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion (an “Exchange Election”)conversion. In order to accept any Notes surrendered for conversion for exchange in lieu of conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the amount of cash, number of shares of Common Stock or any combination of cash and Common Stockthereof, at the Company’s election, that would otherwise be due upon conversion pursuant to Section 14.02 or such other consideration as agreed between the Designated Financial Institution(s) and such Holder (the “Conversion Consideration”) as described in Section 14.02 above). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day immediately following the relevant Conversion Date, notify in writing the Holder surrendering Notes for conversionTrustee, the Trustee and the Conversion Agent (if other than the Trustee), in writing ) and the Holder surrendering its Notes for conversion that it the Company has made an the Exchange Election, and the Company shall concurrently notify the Designated Financial Institution(s) of the relevant deadline for delivery type of the Conversion Consideration and the type of conversion consideration to be paid and/or delivered, as the case may be. Any Notes exchanged by case, and the Designated Institution(s) will remain outstanding, subject to applicable procedures deadline for delivery of the DepositaryConversion Consideration.