Common use of Exchange Upon Satisfaction of Trading Price Condition Clause in Contracts

Exchange Upon Satisfaction of Trading Price Condition. Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following any ten consecutive Trading Day period in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d), for each Trading Day of such ten Trading Day period was less than 98% of the product of the Closing Sale Price of the Common Shares for each Trading Day during such ten Trading Day period and the then applicable Exchange Rate. The bid solicitation agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes unless the Issuer shall have requested such a determination. The Issuer shall have no obligation to make that request (or, if the Issuer is acting as bid solicitation agent, the Issuer shall have no obligation to determine the Trading Price of the Notes) unless a Holder of Notes requests that the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, the Trading Price per $1,000 principal amount of Notes for each Trading Day until the minimum Trading Price threshold is exceeded. If (x) the Issuer is not acting as bid solicitation agent, and the Issuer does not so instruct the bid solicitation agent to obtain bids when required, or (y) the Issuer is acting as bid solicitation agent, and it fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Closing Sale Price of the Common Shares and the applicable Exchange Rate on each Trading Day such failure occurs. The bid solicitation agent (if other than the Issuer), the Exchange Agent and the Trustee shall have no obligation to determine the Trading Price of the Notes. The Issuer shall initially act as the bid solicitation agent.

Exchange Upon Satisfaction of Trading Price Condition. A Holder may surrender all or any portion of its Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d)herein, for each Trading Day of such ten Trading Day period that Measurement Period was less than an amount equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Ordinary Shares for each on such Trading Day during such ten Trading Day period and (y) the then applicable Exchange RateRate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer shall have has requested such a determination. The Issuer shall have no obligation to make that such a request (or, if the Issuer is acting as bid solicitation agentBid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price of the Notes) unless a Holder (or beneficial holder of Notes requests that a Note) of at least $2.0 million principal amount provides the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate and requests that the Bid Solicitation Agent determine the Trading Price of the Notes. At such time, the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to solicit, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall solicit, the secondary market bid quotations in order for the Issuer to determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the minimum Trading Price threshold per $1,000 principal amount of Notes is exceededgreater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate. If (x) the Issuer is not acting as bid solicitation agentthe Bid Solicitation Agent, and the Issuer does not so not, when required, instruct the bid solicitation agent Bid Solicitation Agent to obtain bids when requiredbids, or if the Issuer gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to solicit bids, or (y) the Issuer is acting as bid solicitation agent, the Bid Solicitation Agent and it the Issuer fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Closing Last Reported Sale Price of the Common Ordinary Shares and the applicable Exchange Rate on each Trading Day of such failure occursfailure. The bid solicitation agent In addition, the Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer)) of the three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. Whenever the condition to exchange set forth in this Section 7.01(b) has been met, but was not met on the immediately preceding Trading Day, the Issuer will so notify the Holders and the Trustee in writing. If, at any time after the condition to exchange set forth in this Section 7.01(b) has been met, the condition to exchange set forth in this Section 7.01(b) ceases to be met, the Issuer will so notify the Holders, the Exchange Agent (if other than the Trustee) and the Trustee in writing on the first Trading Day on which the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on such Trading Day. The Bid Solicitation Agent, the Exchange Agent and the Trustee shall have no obligation to determine the Trading Price of the Notes. The Issuer shall initially act as the bid solicitation agent.

Exchange Upon Satisfaction of Trading Price Condition. A Holder may surrender all or any portion of its Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d)herein, for each Trading Day of such ten Trading Day period that Measurement Period was less than an amount equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Ordinary Shares for each on such Trading Day during such ten Trading Day period and (y) the then applicable Exchange RateRate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer shall have has requested such a determination. The Issuer shall have no obligation to make that such a request (or, if the Issuer is acting as bid solicitation agentBid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes) unless a Holder (or beneficial holder of Notes requests that a Note) of at least $5,000,000 principal amount provides the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate and requests that the Bid Solicitation Agent determine the Trading Price per $1,000 principal amount of the Notes. At such time, the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to solicit, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall solicit, the secondary market bid quotations in order for the Issuer to determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the minimum Trading Price threshold per $1,000 principal amount of Notes is exceededgreater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate. If (x) the Issuer is not acting as bid solicitation agentthe Bid Solicitation Agent, and the Issuer does not so not, when required, instruct the bid solicitation agent Bid Solicitation Agent to obtain bids when requiredbids, or if the Issuer gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to solicit bids, or (y) the Issuer is acting as bid solicitation agent, the Bid Solicitation Agent and it the Issuer fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Closing Last Reported Sale Price of the Common Ordinary Shares and the applicable Exchange Rate on each Trading Day of such failure occursfailure. The bid solicitation agent In addition, the Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer)) of the three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. Whenever the condition to exchange set forth in this Section 7.01(b) has been met, but was not met on the immediately preceding Trading Day, the Issuer will so notify the Holders and the Trustee in writing. Any such determination shall be conclusive absent manifest error. If, at any time after the condition to exchange set forth in this Section 7.01(b) has been met and the Notes are exchangeable, the condition to exchange set forth in this Section 7.01(b) ceases to be met, the Issuer will so notify the Holders, the Exchange Agent (if other than the Trustee) and the Trustee in writing on the first Trading Day on which the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on such Trading Day. The Bid Solicitation Agent, the Exchange Agent and the Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes. The Issuer shall initially act as the bid solicitation agent.

Exchange Upon Satisfaction of Trading Price Condition. A Holder may surrender all or any portion of its Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d)herein, for each Trading Day of such ten Trading Day period that Measurement Period was less than an amount equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Ordinary Shares for each on such Trading Day during such ten Trading Day period and (y) the then applicable Exchange RateRate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer shall have has requested such a determination. The Issuer shall have no obligation to make that such a request (or, if the Issuer is acting as bid solicitation agentBid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price of the Notes) unless a Holder (or beneficial holder of Notes requests that a Note) of at least $2.0 million principal amount provides the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate and requests that the Bid Solicitation Agent determine the Trading Price of the Notes. At such time, the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to solicit, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall solicit, the secondary market bid quotations in order for the Issuer to determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the minimum Trading Price threshold per $1,000 principal amount of Notes is exceededgreater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate. If (x) the Issuer is not acting as bid solicitation agentthe Bid Solicitation Agent, and the Issuer does not so not, when required, instruct the bid solicitation agent Bid Solicitation Agent to obtain bids when requiredbids, or if the Issuer gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to solicit bids, or (y) the Issuer is acting as bid solicitation agent, the Bid Solicitation Agent and it the Issuer fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Closing Last Reported Sale Price of the Common Ordinary Shares and the applicable Exchange Rate on each Trading Day of such failure occursfailure. In addition, the Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer) of the three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. Whenever the condition to exchange set forth in this Section 7.01(b) has been met, but was not met on the immediately preceding Trading Day, the Issuer will so notify the Holders and the Trustee in writing. If, at any time after the condition to exchange set forth in this Section 7.01(b) has been met, the condition to exchange set forth in this Section 7.01(b) ceases to be met, the Issuer will so notify the Holders, the Exchange Agent (if other than the Trustee) and the Trustee in writing on the first Trading Day on which the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer), the Exchange Agent and the Trustee shall have no obligation to determine the Trading Price of the Notes. The Issuer shall initially act as the bid solicitation agent.

Exchange Upon Satisfaction of Trading Price Condition. A Holder may surrender all or any portion of its Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following after any ten consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d)herein, for each Trading Day of such ten Trading Day period that Measurement Period was less than an amount equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Shares for each on such Trading Day during such ten Trading Day period and (y) the then applicable Exchange RateRate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer shall have has requested such a determination. The Issuer shall have no obligation to make that such a request (or, if the Issuer is acting as bid solicitation agentBid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes) unless a Holder or Holders (or beneficial holders of Notes requests that a Note) of at least $2,500,000 aggregate principal amount provides the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Exchange Rate and request that the Bid Solicitation Agent determine the Trading Price per $1,000 principal amount of the Notes. At such time, the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to solicit, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall solicit, the secondary market bid quotations in order for the Issuer to determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the minimum Trading Price threshold per $1,000 principal amount of Notes is exceededgreater than or equal to 98% of the product of the Last Reported Sale Price of the Common Shares and the applicable Exchange Rate. If (x) the Issuer is not acting as bid solicitation agentthe Bid Solicitation Agent, and the Issuer does not so not, when required, instruct the bid solicitation agent Bid Solicitation Agent to obtain bids when requiredbids, or if the Issuer gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to solicit bids, or (y) the Issuer is acting as bid solicitation agent, the Bid Solicitation Agent and it the Issuer fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Closing Last Reported Sale Price of the Common Shares and the applicable Exchange Rate on each Trading Day of such failure occursfailure. The bid solicitation agent In addition, the Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer)) of the three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. Whenever the condition to exchange set forth in this Section 7.01(b) has been met, but was not met on the immediately preceding Trading Day, the Exchange Agent Issuer will so notify the Holders and the Trustee in writing. Any such determination shall have no obligation be conclusive absent manifest error. If, at any time after the condition to determine exchange set forth in this Section 7.01(b) has been met and the Trading Price of Notes are exchangeable, the Notes. The Issuer shall initially act as the bid solicitation agent.condition to exchange set forth in this Section

Exchange Upon Satisfaction of Trading Price Condition. A Holder may surrender all or any portion of its Notes may be surrendered for exchange at any time during the five consecutive Business Day period immediately following after any ten five consecutive Trading Day period (the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 10.01(d)herein, for each Trading Day of such ten Trading Day period that Measurement Period was less than an amount equal to 98% of the product of (x) the Closing Last Reported Sale Price of the Common Ordinary Shares for each on such Trading Day during such ten Trading Day period and (y) the then applicable Exchange RateRate on such Trading Day. The bid solicitation agent Bid Solicitation Agent (if other than the Issuer) shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes unless the Issuer shall have has requested such a determination. The Issuer shall have no obligation to make that such a request (or, if the Issuer is acting as bid solicitation agentBid Solicitation Agent, the Issuer shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes) unless a Holder (or beneficial holder of Notes requests that a Note) of at least $2,000,000 principal amount provides the Issuer do so. If such a Holder provides such request, the Issuer shall instruct the bid solicitation agent (if other than the Issuer) to determine, or, if the Issuer is acting as bid solicitation agent, the Issuer shall determine, with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate and requests that the Bid Solicitation Agent determine the Trading Price per $1,000 principal amount of the Notes. At such time, the Issuer shall instruct the Bid Solicitation Agent (if other than the Issuer) to solicit, or if the Issuer is acting as Bid Solicitation Agent, the Issuer shall solicit, the secondary market bid quotations in order for the Issuer to determine the Trading Price per $1,000 principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the minimum Trading Price threshold per $1,000 principal amount of Notes is exceededgreater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the applicable Exchange Rate. If (x) the Issuer is not acting as bid solicitation agentthe Bid Solicitation Agent, and the Issuer does not so not, when required, instruct the bid solicitation agent Bid Solicitation Agent to obtain bids when requiredbids, or if the Issuer gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails to solicit bids, or (y) the Issuer is acting as bid solicitation agent, the Bid Solicitation Agent and it the Issuer fails to solicit bids when required, then, in either case, the Trading Price per $1,000 principal amount of the Notes will be deemed to be less than 98% of the product of the Closing Last Reported Sale Price of the Common Ordinary Shares and the applicable Exchange Rate on each Trading Day of such failure occursfailure. The bid solicitation agent In addition, the Issuer shall provide written notice to the Bid Solicitation Agent (if other than the Issuer)) of the three independent nationally recognized securities dealers selected by the Issuer in accordance with the definition of Trading Price, along with the appropriate contact information for each. Whenever the condition to exchange set forth in this Section 7.01(b) has been met, but was not met on the immediately preceding Trading Day, the Issuer will so notify the Holders and the Trustee in writing. If, at any time after the condition to exchange set forth in this Section 7.01(b) has been met and the Notes are exchangeable, the condition to exchange set forth in this Section 7.01(b) ceases to be met, the Issuer will so notify the Holders, the Exchange Agent (if other than the Trustee) and the Trustee in writing on the first Trading Day on which the Trading Price per $1,000 principal amount of the Notes is greater than or equal to 98% of the product of the Last Reported Sale Price of the Ordinary Shares and the Exchange Rate on such Trading Day. The Bid Solicitation Agent, the Exchange Agent and the Trustee shall have no obligation to determine the Trading Price per $1,000 principal amount of the Notes. The Issuer shall initially act as the bid solicitation agent.