Common use of No Adjustment Clause in Contracts

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X shall be made to the nearest cent or to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 10.05 11.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 11.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii11.01(A)(iii) or Section 10.01(A)(iv11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X XI shall be made to the nearest cent or to the nearest one-ten-thousandth of a share, as the case may be. No adjustment shall be made to the conversion rate for any of the transactions or events described in Section 10.05(A11.05(a), Section 10.05(B11.05(b), Section 10.05(C11.05(c), Section 10.05(D11.05(d) or Section 10.05(E11.05(e) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Ex Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes Securities held by such Holder.

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 10.05 11.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 11.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082007, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii11.01(A)(iii) or Section 10.01(A)(iv11.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 11.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X XI shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 11.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 11.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 11.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 11.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such HolderBoard Resolution).

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 10.05 10.06 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082006, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 10.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. Notwithstanding anything herein or in the Securities to the contrary, if any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.06 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.06 until the earliest of such triggering event occurs. Upon the expiration, termination or redemption of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.06 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.06 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at substantially the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex-Ex Date or effective date, as applicable, of the case may betransaction (without giving effect to any adjustment pursuant to Section 10.06 on account of such transaction) and the aggregate principal amount of Securities held by such Holder and whose denominator is one thousand (1,000). Notwithstanding anything herein to the contrary, for in no event shall the Conversion Rate be increased pursuant to Section 10.06(b), Section 10.06(c), Section 10.06(d) or Section 10.06(e) to the extent, but only to the extent, such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed 96.7118 shares per $1,000 principal amount (expressed the “BCF Adjustment Cap”); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Notes held by such Holderthe same manner in which the Conversion Rate is to be adjusted pursuant to this Article X for stock splits and combinations, stock dividends, reclassifications and similar events.

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 12.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the Notes, (B) upon required purchases of the Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments shares of Common Stock. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the Notes participate, and at such time remainas a result of holding the Notes, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Notes shall become convertible pursuant to Section 10.01(A)(iii(c), (d) or (e) of Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate12.07 without conversion. All calculations under this Article X Twelve shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No adjustment shall be made to In the event that the Company implements a shareholder rights plan, upon conversion rate for any of the transactions Notes, the Holders will receive, in addition to shares of Common Stock issuable upon such conversion, if any, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or events terminates or the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights agreement, in which case, and only in such case, the Conversion Rate will be adjusted at the time of separation as if the Company distributed, to all holders of shares of Common Stock, shares of the Company’s capital stock, evidences of debt or other assets as described in subsection (c) of Section 10.05(A12.07, subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not otherwise constitute a distribution of securities for the purposes of Section 12.07(a), Section 10.05(B), Section 10.05(C), Section 10.05(D12.07(b) or Section 10.05(E) if 12.07(c). Except as otherwise provided in this Article Twelve, no adjustment need be made for the Company makes provision for each Holder to participate in the transaction issuance or event at the same time holders of Common Stock participate without conversion as if such Holder held a number acquisition of shares of Common Stock equal or any securities convertible into or exchangeable for shares of Common Stock or that carry the right to purchase any of the foregoing. Without limiting the generality of any other provision hereof, the Conversion Rate in effect on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.shall not be adjusted for:

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of unless the adjustment would result in a change in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate)of at least 1.00%; provided, however, that any adjustments to the Conversion Rate adjustment which by reason of this Section 10.06 are 4.07 is not required to be made shall be carried forward and taken into account in any subsequent the Company shall make such adjustment, regardless of whether the aggregate adjustment to the Conversion Rate; provided furtheris less than 1.00%, that at the end of each fiscal within one year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at first such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be adjustment carried forward and taken into account or in connection with any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rateconversion of Securities. All calculations under this Article X 4 shall be made to the nearest one-ten thousandth (1/10,000) of a cent or to the nearest one-ten-ten thousandth (1/10,000) of a share, as the case may be. No adjustment shall in the Conversion Rate need be made for (i) issuances of Common Stock pursuant to any present or future Company plan for reinvestment of dividends or interest payable on the Company’s securities or the investment of additional optional amounts thereunder in shares of Common Stock, (ii) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries, (iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described under (ii) above and outstanding as of the date the Securities were first issued, (iii) a change in the par value of the Common Stock, (iv) upon the issuance of any shares of Common Stock pursuant to the conversion rate for any Common Stock offering made concurrently with the offering of the transactions Securities (including upon the initial issuance and subsequent issuance of shares of Common Stock if the over-allotment option is exercised by one or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(Dmore of the underwriters thereunder) or (v) accrued and unpaid interest, including Additional Interest, if any. No adjustment to the Conversion Rate need be made pursuant to Section 10.05(E) 4.06 above for a transaction if the Company makes provision for each Holder Holders are permitted to participate in the transaction or event at without conversion, concurrently with the same time holders of Common Stock, on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice to holders of Common Stock participate without conversion as if such Holder held participating in the transaction. Whenever a number provision of shares this First Supplemental Indenture requires the calculation of Common Stock equal an average of the Closing Price over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Conversion Rate in effect on that becomes effective, or any event requiring an adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date or effective dateof the event occurs, as at any time during the case may be, for such transaction or event, multiplied by period from which the principal amount (expressed in thousands) of Notes held by such Holderaverage is to be calculated.

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at (i) if the end Company shall mail a notice of Redemption pursuant to SECTION 3.04, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to SECTION 10.01(A)(iv) or SECTION 10.01(A)(v), (ii) on February 12 of each fiscal year of year, and (iii) on the Companydate that is twenty-four (24) Scheduled Trading Days prior to, beginning with the fiscal year ending and on December 31each VWAP Trading Day thereafter until, 2008February 15, 2012 any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(b), SECTION 10.05(c), SECTION 10.05(d) or SECTION 10.05(e) to the Ex-Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed 26.6596 ADSs shares per $1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Notes held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at (i) if the end Company shall mail a notice of Redemption pursuant to SECTION 3.04, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Securities shall become convertible pursuant to SECTION 10.01(A)(IV) or SECTION 10.01(A)(V), (ii) on [o] of each fiscal year of year, and (iii) on the Companydate that is twenty-four (24) Scheduled Trading Days prior to, beginning with the fiscal year ending and on December 31each VWAP Trading Day thereafter until, 2008[o], [2010] any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(B), SECTION 10.05(C), SECTION 10.05(D) or SECTION 10.05(E) to the Ex-Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed [o] ADSs shares per US$1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Notes held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv)) , then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock Shares participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such HolderBoard Resolution).

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effecteffect (i) on the date that is one year of the first such adjustment carried forward, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to (ii) upon the Conversion Rate; provided further, that if occurrence of a Fundamental Change or Make-Whole Fundamental Change occurs, or if (iii) upon redemption by the Notes shall become convertible Company pursuant to Section 10.01(A)(iii3.01 or (iv) or Section 10.01(A)(iv), then, in each case, any adjustments to on the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion RateMaturity Date. All calculations under this Article X shall be made to the nearest cent or to the nearest one-ten-ten thousandth of a share. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, as but such dividend or distribution is thereafter not paid or made, the case may beConversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex-Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 10.05 on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Notes Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything to the contrary in SECTION 10.05, no adjustment in the Conversion Rate pursuant to Section SECTION 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section SECTION 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at (i) if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the end Securities shall become convertible pursuant to SECTION 10.01(A)(iii) or SECTION 10.01(A)(iv), (ii) on March 17 of each fiscal year of year, and (iii) on the Companydate that is twenty-four (24) Scheduled Trading Days prior to, beginning with the fiscal year ending and on December 31each VWAP Trading Day thereafter until, 2008March 15, 2013 any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes shall become convertible pursuant to Section 10.01(A)(iii) or Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section SECTION 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article ARTICLE X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a sharean ADS, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with SECTION 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in SECTION 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to SECTION 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate SECTION 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock ADSs participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to SECTION 10.05(b), SECTION 10.05(c), SECTION 10.05(d) or SECTION 10.05(e) to the Ex-Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed 33.0687 ADSs shares per $1,000 principal amount (expressed the "BCF ADJUSTMENT CAP"); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Notes held by such Holder.the same manner in which the Conversion Rate is to be adjusted pursuant to this ARTICLE X.

No Adjustment. No Notwithstanding anything to the contrary in Section 10.05, no adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at if the end Company shall mail a notice of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments to the Conversion Rate that have been, and at such time remain, deferred Redemption pursuant to this Section 10.06 shall be given effect3.04, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii10.01(a)(iv) or Section 10.01(A)(iv10.01(a)(v), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided, further, that the Company shall make such carried forward adjustments regardless of whether the aggregate adjustment is less than 1% within one year of the first such adjustment carried forward, and upon maturity. All calculations under this Article X shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. If any rights, options or warrants issued by the Company and requiring an adjustment to the Conversion Rate in accordance with Section 10.05 are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 10.05 until the earliest of such triggering event occurs. Upon the expiration or termination of any such rights, options or warrants without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration or termination had such rights, options or warrants, to the extent outstanding immediately prior to such expiration or termination, never been issued. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 10.05 on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 10.05 for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder Holders are to participate in the transaction or event at without conversion on a basis and with notice that the same time Board of Directors determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate without conversion as if such Holder held in the transaction (which determination shall be described in a number of shares of Common Stock equal Board Resolution). Notwithstanding anything herein to the contrary, in no event shall the Conversion Rate in effect on be increased pursuant to Section 10.05(d) or Section 10.05(e) to the Ex-Date or effective dateextent, as but only to the case may beextent, for such transaction or event, multiplied by increase shall cause the Conversion Rate applicable to such Security to exceed ___shares per $1,000 principal amount (expressed the “BCF Adjustment Cap”); provided, however, that the BCF Adjustment Cap shall be adjusted in thousands) of Notes held by such Holderthe same manner in which the Conversion Rate is to be adjusted pursuant to this Article X for stock splits and combinations, stock dividends, reclassifications and similar events.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 10.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082007, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii8.01(A)(iv) hereof or Section 10.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. Notwithstanding anything herein or in the Securities to the contrary, if any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 8.06 until the earliest of such triggering event occurs. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 8.06 hereof on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 8.06 hereof for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at substantially the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex-Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 8.06 hereof on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Notes Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 11.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the 2037 Notes, (B) upon required purchases of the 2037 Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the 2037 Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments Ordinary Shares. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the 2037 Notes participate, and at such time remainas a result of holding the 2037 Notes, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Notes shall become convertible pursuant to Section 10.01(A)(iii(c), (d) or (e) of Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate11.07 without conversion. All calculations under this Article X Eleven shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No adjustment shall be made to In the event that the Company implements a shareholder rights plan, upon conversion rate for any of the transactions 2037 Notes, the Holders will receive, in addition to any Ordinary Shares issuable upon such conversion, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or events described terminates or the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights agreement so that the Holder of the 2037 Notes would not be entitled to receive any rights in respect of Ordinary Shares issuable upon conversion of the 2037 Notes, in which case the Conversion Rate will be adjusted at the time of separation pursuant to Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D11.07(a) or Section 10.05(E) as if the Company makes provision for each Holder distributed, to participate all holders of Ordinary Shares, shares of the Company’s capital stock, evidences of debt or other assets issuable upon exercise of the rights as described in subsection (a) or (c) of Section 11.07, subject to readjustment in the transaction event of the expiration, termination or event at the same time holders redemption of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.the

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 10.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082010, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii8.01(A)(iv) hereof or Section 10.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect shall be adjusted immediately to the Conversion Rate which would have been in effect at the time of such expiration, termination or redemption had such rights, options or warrants, to the extent outstanding immediately prior to such expiration, termination or redemption, never been issued. Notwithstanding anything herein or in the Securities to the contrary, if any rights, options or warrants issued by the Company, and requiring an adjustment to the Conversion Rate in accordance with Section 8.06 hereof, are only exercisable upon the occurrence of certain triggering events, then the Conversion Rate will not be adjusted as provided in Section 8.06 until the earliest of such triggering event occurs. If any dividend or distribution is declared and the Conversion Rate is adjusted pursuant to Section 8.06 hereof on account of such dividend or distribution, but such dividend or distribution is thereafter not paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect had such dividend or distribution not been declared. No adjustment shall to the Conversion Rate need be made pursuant to the conversion rate Section 8.06 hereof for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) a transaction if the Company makes provision for each Holder is to participate in the transaction or event transaction, at substantially the same time that holders of Common Stock participate in such transaction, without conversion as if such Holder held a number of shares of Common Stock equal to a fraction whose numerator is the product of the Conversion Rate in effect on at the Ex-Ex Date or effective date, as applicable, of the case may be, for transaction (without giving effect to any adjustment pursuant to Section 8.06 hereof on account of such transaction or event, multiplied by transaction) and the aggregate principal amount (expressed in thousands) of Notes Securities held by such HolderHolder and whose denominator is one thousand (1,000).

No Adjustment. No Notwithstanding anything herein to the contrary, no adjustment in the Conversion Rate pursuant to Section 10.05 shall be required until cumulative adjustments amount to one percent (unless the adjustment would require an increase or decrease of at least 1%) or more of % in the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 11.08 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. In addition, the Company will make any carry forward adjustments not otherwise effected (A) upon conversion of the 2037 Notes, (B) upon required purchases of the 2037 Notes in connection with a Fundamental Change, (C) in connection with a call for redemption and (D) 25 scheduled Trading Days prior to the Stated Maturity of the 2037 Notes. No adjustment to the Conversion Rate; provided further, Rate will be made if it results in a Conversion Price that at is less than the end of each fiscal year par value (if any) of the Company, beginning with the fiscal year ending on December 31, 2008, any adjustments Ordinary Shares. No adjustment to the Conversion Rate that have beenwill be made if the Holders of the 2037 Notes participate, and at such time remainas a result of holding the 2037 Notes, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to of the Conversion Rate; provided furthertransactions described in subsection (a), that if a Fundamental Change or Make-Whole Fundamental Change occurs(b), or if the Notes shall become convertible pursuant to Section 10.01(A)(iii(c), (d) or (e) of Section 10.01(A)(iv), then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate11.07 without conversion. All calculations under this Article X Eleven shall be made to the nearest cent or to the nearest one-ten-thousandth 1/1000th of a share, as the case may be. No In the event that the Company implements a shareholder rights plan, upon conversion of the 2037 Notes, the Holders will receive, in addition to any Ordinary Shares issuable upon such conversion, the rights issued under such rights plan unless, prior to any conversion, the rights plan expires or terminates or the rights have separated from the Ordinary Shares in accordance with the provisions of the applicable shareholder rights agreement so that the Holder of the 2037 Notes would not be entitled to receive any rights in respect of Ordinary Shares issuable upon conversion of the 2037 Notes, in which case the Conversion Rate will be adjusted at the time of separation pursuant to Section 11.07(a) as if the Company distributed, to all holders of Ordinary Shares, shares of the Company’s capital stock, evidences of debt or other assets issuable upon exercise of the rights as described in subsection (a) or (c) of Section 11.07, subject to readjustment in the event of the expiration, termination or redemption of the rights. Any distribution of rights pursuant to a shareholder rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of securities for the purposes of Section 11.07(b) or Section 11.07(c). Except as otherwise provided in this Article Eleven, no adjustment shall need be made for the issuance or acquisition of Ordinary Shares or any securities convertible into or exchangeable for Ordinary Shares or that carry the right to the conversion rate for purchase any of the transactions or events described in Section 10.05(A)foregoing. Without limiting the generality of any other provision hereof, Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate shall not be adjusted for: · the issuance of Ordinary Shares pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on securities of the Company and the investment of additional optional amounts in effect Ordinary Shares under any such plan; · upon the issuance of Ordinary Shares or options or rights to purchase Ordinary Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; · upon the issuance of Ordinary Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security; · for a change in the par value (or a change to no par value) of Ordinary Shares; or · for accumulated and unpaid dividends. To the extent that the 2037 Notes become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the Ex-Date or effective date, as the case may be, for such transaction or event, multiplied by the principal amount (expressed in thousands) of Notes held by such Holdercash.

No Adjustment. Notwithstanding anything herein or in the Securities to the contrary, in no event shall the Conversion Rate be adjusted pursuant to this Indenture or the Securities to the extent such adjustment shall reduce the Conversion Price to an amount that is less than the par value per share of Common Stock. No adjustment in the Conversion Rate pursuant to Section 10.05 8.06 hereof shall be required until cumulative adjustments amount to one percent (1%) or more of the Conversion Rate as last adjusted (or, if never adjusted, the initial Conversion Rate); provided, however, that any adjustments to the Conversion Rate which by reason of this Section 10.06 8.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that at the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 20082006, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate; provided further, that if the Company shall mail a notice of Redemption pursuant to Section 3.04 hereof, or if a Fundamental Change or Make-Whole Fundamental Change occurs, or if the Notes Securities shall become convertible pursuant to Section 10.01(A)(iii8.01(A)(iv) hereof or Section 10.01(A)(iv)8.01(A)(v) hereof, then, in each case, any adjustments to the Conversion Rate that have been, and at such time remain, deferred pursuant to this Section 10.06 8.07 shall be given effect, and such adjustments, if any, shall no longer be carried forward and taken into account in any subsequent adjustment to the Conversion Rate. All calculations under this Article X VIII shall be made to the nearest cent or to the nearest one-ten-thousandth millionth of a share, as the case may be. No Upon the expiration, termination or redemption of any rights, options or warrants issued by the Company, and requiring an adjustment shall be made to the conversion rate for any of the transactions or events described in Section 10.05(A), Section 10.05(B), Section 10.05(C), Section 10.05(D) or Section 10.05(E) if the Company makes provision for each Holder to participate in the transaction or event at the same time holders of Common Stock participate without conversion as if such Holder held a number of shares of Common Stock equal to the Conversion Rate in accordance with Section 8.06 hereof, without the exercise of such rights, options or warrants, the Conversion Rate then in effect on shall be adjusted immediately to the Ex-Date Conversion Rate which would have been in effect at the time of such expiration, termination or effective dateredemption had such rights, as options or warrants, to the case may beextent outstanding immediately prior to such expiration, for such transaction termination or eventredemption, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.never been