Common use of Procedure for exercise of Conversion Rights Clause in Contracts

Procedure for exercise of Conversion Rights. The Conversion Right may be exercised by a Noteholder during the Conversion Period by delivering the relevant Note to the specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Paying, Transfer and Conversion Agent to whom the relevant Conversion Notice is delivered is located. If such delivery is made after the end of normal business hours or on a day which is not a business day in the place of the specified office of the relevant Paying, Transfer and Conversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day. A Conversion Notice, once delivered, shall be irrevocable. The conversion date in respect of a Note (the “Conversion Date”) shall be the Luxembourg business day immediately following the date of the delivery of the Notes and the Conversion Notice and, if applicable, the making of any payment to be made as provided below. A Noteholder exercising a Conversion Right must pay directly to the relevant authorities any taxes and capital, stamp, issue and registration duties arising on conversion (other than any taxes or capital duties or stamp duties payable in Norway, the United Kingdom, Luxembourg or Belgium in respect of the allotment and issue of any Common Shares on such conversion (including any Additional Common Shares), which shall be paid by the Issuer) and such Noteholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Note or interest therein in connection with such conversion. For the avoidance of doubt, the Trustee shall not be responsible for determining whether such taxes or capital, stamp, issue or registration duties are payable or the amount of such taxes or capital, stamp, issue or registration duties and it shall not be responsible or liable for any failure by the Issuer to pay such taxes or capital, stamp, issue or registration duties. Common Shares to be issued or delivered on exercise of Conversion Rights will be issued (i) (where the Relevant Exchange on the Conversion Date is the Oslo Stock Exchange) in electronic form through the facilities of the VPS to such VPS Account as specified by the Noteholder in the relevant Conversion Notice (and in such connection therewith, the person specified in the relevant Conversion Notice will initially be registered in the Issuer’s main register of Shareholders maintained in Luxembourg in respect of the relevant Common Shares and, immediately upon such registration, transferred to the Issuer’s branch register maintained in Oslo) or (ii) (where the Relevant Exchange on the Conversion Date is not the Oslo Stock Exchange) through the facilities of such clearing system as is customary for the delivery of shares in respect of trades made on or through such Relevant Exchange and to such account with such clearing system as specified by the Noteholder in the relevant Conversion Notice, provided that the Issuer shall not be required in any circumstances to deliver or procure the delivery of ADSs, ADRs, GDRs or any other certificates or receipts representing Common Shares and if at the relevant time the Relevant Exchange is a stock exchange or securities market on which the Common Shares are traded in the form of ADSs, ADRs, GDRs or any other certificates or receipts, then for the purposes of this paragraph, the Relevant Exchange shall be determined disregarding such stock exchange or securities market and the Issuer shall in any event be entitled to deliver Common Shares in such manner as it may determine in order to comply with any legal or regulatory requirements and/or to avoid any requirement to file or publish any registration statement, prospectus or any like or similar document or requirement. The Issuer will take all necessary steps to procure that the Common Shares to be issued or delivered on exercise of Conversion Rights are issued and/or delivered by no later than the Delivery Date (as defined below) and, subject as provided above, will promptly make all necessary filings with, and applications to the Relevant Exchange for the admission to listing and to trading of such Common Shares. As used herein, the “Delivery Date” means the sixth day of the calendar month immediately following the calendar month in which the relevant Conversion Date falls or, if such day is not a Luxembourg business day, the first Luxembourg business day thereafter.

Procedure for exercise of Conversion Rights. The Conversion Right Rights may be exercised by a Noteholder Bondholder (provided that the relevant Conversion Date falls during the Conversion Period Period) by delivering the relevant Note Bond Certificate to the specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, Issuer accompanied by a duly completed and signed notice Conversion Notice. The conversion date in respect of conversion a Bond (a the “Conversion NoticeDate”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised subject the business day in each case to any applicable fiscal or other laws or regulations applicable in London and New York on the jurisdiction in which the specified office date of the Paying, Transfer and Conversion Agent to whom delivery (or deemed delivery) of the relevant Conversion Notice and Bond Certificate as provided in this Condition 6.10 and shall be deemed to be the date on which the Conversion Right is delivered is locatedexercised in respect of such Bond. If such delivery is made after the end of normal business hours 5.00p.m. London time or on a day which is not a London and New York business day in the place of the specified office of the relevant Paying, Transfer and Conversion Agentday, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such London and New York business day. Conversion Rights may only be exercised in respect of the whole of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The conversion date Issuer shall pay all capital, stamp, issue and registration and transfer taxes and duties assessable or payable in the United Kingdom or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), in respect of a Note the issue or transfer and delivery of any ADSs (including the “allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Date”Right (including any Additional ADSs) and any ADS Settlement. If the Issuer fails to pay any Specified Taxes assessable or payable in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement, the relevant Bondholder shall be entitled to tender and pay the Luxembourg business day immediately following the date of the delivery of the Notes same and the Conversion Notice andIssuer, if applicableas a separate and independent stipulation, the making covenants to reimburse and indemnify each Bondholder in respect of any payment to be made as provided belowthereof and any interest and penalties payable and documented costs incurred in respect thereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. A Noteholder Bondholder exercising a Conversion Right Rights must pay directly to the relevant authorities of a relevant jurisdiction any taxes and capital, stamp, issue issue, registration and registration transfer taxes and duties arising on conversion the exercise of Conversion Rights excluding any Specified Taxes (other than any taxes or capital duties or stamp duties payable in Norway, the United Kingdom, Luxembourg or Belgium in respect of the allotment and issue of any Common Shares on such conversion (including any Additional Common Shares), which shall be paid payable by the Issuer) and such Noteholder ). A Bondholder must pay also pay, or procure the payment of, all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Note Bond or interest therein in connection with the exercise of Conversion Rights by it. Any such conversioncapital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereof. For the avoidance of doubt, the Trustee Calculation Agent shall not be responsible for determining whether such taxes any Specified Taxes or capital, stamp, issue or registration duties Bondholder Taxes are payable or the amount of such taxes or capital, stamp, issue or registration duties thereof and it shall not be responsible or liable for any failure by the Issuer to pay such taxes Specified Taxes or capital, stamp, issue or registration dutiesby a Bondholder to pay such Bondholder Taxes. Common Shares ADSs to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSs) will be issued (i) (where the Relevant Exchange on the Conversion Date is the Oslo Stock Exchange) or delivered in electronic uncertificated form through DTC to its direct and indirect participants to the facilities of the VPS to such VPS Account as account specified by the Noteholder relevant Bondholder in the relevant Conversion Notice (and in such connection therewithPayment Details, the person specified in the relevant Conversion Notice will initially be registered in the Issuer’s main register of Shareholders maintained in Luxembourg in respect of the relevant Common Shares and, immediately upon such registration, transferred to the Issuer’s branch register maintained in Oslo) or (ii) (where the Relevant Exchange on the Conversion Date is not the Oslo Stock Exchange) through the facilities of such clearing system as is customary for the delivery of shares in respect of trades made on or through such Relevant Exchange and to such account with such clearing system as specified by the Noteholder in the relevant Conversion Notice, provided that the Issuer shall not be required in any circumstances to deliver or procure the delivery of ADSs, ADRs, GDRs or any other certificates or receipts representing Common Shares and if unless at the relevant time the Relevant Exchange is ADSs (including Additional ADSs) are not a stock exchange participating security in DTC, in which case the Deliverable ADSs (including Additional Deliverable ADSs) will be issued or securities market on which delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) are to be issued or transferred and delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the Common Shares are traded relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London and New York business days following the relevant Conversion Date or, in the form case of any Additional ADSs, ADRsnot later than four London and New York business days following the relevant Reference Date. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant ADSs received pursuant to the exercise of its Conversion Right and is not an officer, GDRs director (or person performing similar functions) or other affiliate of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates of the Issuer, and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond Agreement, the Issuer will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation to each ADS Settlement. Notwithstanding any other certificates or receiptsprovisions of these Conditions, then a Bondholder exercising Conversion Rights following a Change of Control Conversion Right Amendment as described in Condition 11(b)(vii) will be deemed, for the purposes of this paragraphthese Conditions, to have received the Relevant Exchange shall be determined disregarding such stock exchange or securities market and the Issuer shall in any event be entitled to deliver Common Shares in such manner as it may determine in order to comply with any legal or regulatory requirements and/or to avoid any requirement to file or publish any registration statement, prospectus or any like or similar document or requirement. The Issuer will take all necessary steps to procure that the Common Shares ADSs to be issued or transferred and delivered arising on exercise conversion of Conversion Rights are issued and/or delivered by no later than its Bonds in the Delivery Date (as defined below) and, subject as manner provided above, will promptly make all necessary filings within these Conditions, and applications to the Relevant Exchange have exchanged such ADSs for the admission to listing and to trading consideration that it would have CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. received therefor if it had exercised its Conversion Right in respect of such Common Shares. As used herein, Bonds at the “Delivery Date” means the sixth day time of the calendar month immediately following the calendar month in which occurrence of the relevant Conversion Date falls or, if such day is not a Luxembourg business day, the first Luxembourg business day thereafterChange of Control.

Procedure for exercise of Conversion Rights. The Conversion Right may be exercised by a Noteholder Bondholder during the Conversion Period by delivering the relevant Note Bond to the specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. In the relevant Conversion Notice the Bondholder is required to designate, inter alia, details of the Iberclear account and the name or names in which any newly-issued Ordinary Shares shall be issued and registered (or, in the case of existing Ordinary Shares, credited). Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Paying, Transfer and Conversion Agent to whom the relevant Conversion Notice is delivered is located. If such delivery is made after the end of normal business hours or on a day which is not a business day in the place of the specified office of the relevant Paying, Transfer and Conversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day. Any determination as to whether any Conversion Notice has been duly completed and properly delivered shall be made by the relevant Paying, Transfer and Conversion Agent and shall, save in the case of manifest error, be conclusive and binding on the Issuer, the Paying, Transfer and Conversion Agents and the relevant Bondholder. A Conversion Notice, once delivered, shall be irrevocable. The conversion date in respect of a Note Bond (the “Conversion Date”) shall be the Luxembourg Madrid business day immediately following the date of the delivery of the Notes such Bond and the Conversion Notice and, if applicable, the making of any payment to be made as provided below. A Noteholder Bondholder exercising a Conversion Right must pay directly to the relevant authorities any taxes and capital, stamp, issue and registration taxes and duties arising on conversion (other than any taxes or capital duties capital, stamp, issue or stamp registration taxes or duties payable in Norway, the United Kingdom, Luxembourg Luxembourg, Belgium or Belgium the Kingdom of Spain in respect of the allotment and issue and/or transfer of any Common Ordinary Shares on such conversion (including any Additional Common Ordinary Shares), which shall be paid by the Issuer) and such Noteholder Bondholder must pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Note Bond or interest therein in connection with such conversion. For If the avoidance of doubt, the Trustee Issuer shall not be responsible for determining whether such fail to pay any taxes or capital, or stamp, issue or registration taxes or duties are payable for which it is responsible as provided above, the relevant holder shall be entitled to tender and pay the same and the Issuer as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any penalties payable in respect thereof. The Issuer may, in its own discretion, decide to fulfil its obligations in connection with any Conversion Notice received by the transfer of existing Ordinary Shares or the amount allotment and issue of such taxes or capital, stamp, issue or registration duties new Ordinary Shares and it shall not be responsible or liable for any failure by the Issuer subject always to pay such taxes or capital, stamp, issue or registration dutiesCondition 6(h). Common Ordinary Shares to be issued or delivered on exercise of Conversion Rights (including any Additional Ordinary Shares) will be issued (i) (where the Relevant Exchange on the Conversion Date is the Oslo Stock Exchange) documented in electronic form through the facilities of the VPS to such VPS Account as specified a public deed granted by the Noteholder in Issuer before a Spanish notary public to be filed and registered by the relevant Conversion Notice (and in such connection therewith, Issuer with the person specified in the relevant Conversion Notice will initially be registered in Mercantile Registry of the Issuer’s main register registered office from time to time and, following such registration, filed with Iberclear. The date upon which the public deed documenting the issuance of Shareholders maintained in Luxembourg in respect new Ordinary Shares (including any Additional Ordinary Shares) is granted before a Spanish notary or the date upon which the Issuer instructs the relevant depository entity to transfer the existing Ordinary Shares (including any Additional Ordinary Shares) to be delivered to the relevant account of the relevant Common Bondholder will be the date upon which the Bonds are converted into Ordinary Shares and, immediately upon such registration, transferred (the “Share Record Date”). Subject to satisfaction of the Issuer’s branch register maintained in Osloforegoing provisions of this Condition 6(g) or (ii) (where the Relevant Exchange on the Conversion Date is not the Oslo Stock Exchange) through the facilities of such clearing system and subject as is customary for the delivery of shares in respect of trades made on or through such Relevant Exchange and to such account with such clearing system as specified by the Noteholder provided in the relevant Conversion Noticeimmediately following paragraph, provided that the Issuer shall not be required in any circumstances to deliver or procure the delivery of ADSs, ADRs, GDRs or any other certificates or receipts representing Common Shares and if at the relevant time the Relevant Exchange is a stock exchange or securities market on which the Common Shares are traded in the form of ADSs, ADRs, GDRs or any other certificates or receipts, then for the purposes of this paragraph, the Relevant Exchange shall be determined disregarding such stock exchange or securities market and the Issuer shall in any event be entitled to deliver Common Shares in such manner as it may determine in order to comply with any legal or regulatory requirements and/or to avoid any requirement to file or publish any registration statement, prospectus or any like or similar document or requirement. The Issuer will take all necessary steps to procure that the Common Shares Share Record Date will be, in relation to be issued or delivered on exercise of any Conversion Rights are issued and/or delivered by no later than the Delivery Date (as defined below) and, subject as provided above, will promptly make all necessary filings with, and applications to the Relevant Exchange for the admission to listing and to trading of such Common Shares. As used herein, the “Delivery Date” means the sixth day of the calendar month immediately following the calendar month in which the relevant Conversion Date falls or, if such day is not a Luxembourg business day, the first Luxembourg business day thereafter.Notice:

Procedure for exercise of Conversion Rights. The Conversion Right Rights may be exercised by a Noteholder Bondholder (provided that the relevant Conversion Date falls during the Conversion Period Period) by delivering the relevant Note Bond Certificate to the specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, Issuer accompanied by a duly completed and signed notice Conversion Notice. The conversion date in respect of conversion a Bond (a the “Conversion NoticeDate”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised subject the business day in each case to any applicable fiscal or other laws or regulations applicable in London and New York on the jurisdiction in which the specified office date of the Paying, Transfer and Conversion Agent to whom delivery (or deemed delivery) of the relevant Conversion Notice and Bond Certificate as provided in this Condition 6.10 and shall be deemed to be the date on which the Conversion Right is delivered is locatedexercised in respect of such Bond. If such delivery is made after the end of normal business hours 5.00p.m. London time or on a day which is not a London and New York business day in the place of the specified office of the relevant Paying, Transfer and Conversion Agentday, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such London and New York business day. Conversion Rights may only be exercised in respect of the whole of a Bond. A Conversion Notice, once delivered, shall be irrevocable. The conversion date Issuer shall pay all capital, stamp, issue and registration and transfer taxes and duties assessable or payable in the United Kingdom or in the United States or in any other jurisdiction in which the Issuer may be domiciled or resident or to whose taxing jurisdiction it may be generally subject (“Specified Taxes”), in respect of a Note the issue or transfer and delivery of any ADSs (including the “allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Date”Right (including any Additional ADSs) and any ADS Settlement. If the Issuer fails to pay any Specified Taxes assessable or payable in respect of the issue or transfer and delivery of any ADSs (including the allotment, issue and delivery of Ordinary Shares represented thereby) in respect of the exercise of such Conversion Right (including any Additional ADSs) and any ADS Settlement, the relevant Bondholder shall be entitled to tender and pay the Luxembourg business day immediately following the date of the delivery of the Notes same and the Conversion Notice andIssuer, if applicableas a separate and independent stipulation, the making covenants to reimburse and indemnify each Bondholder in respect of any payment to be made as provided belowthereof and any interest and penalties payable and documented costs incurred in respect thereof. A Noteholder Bondholder exercising a Conversion Right Rights must pay directly to the relevant authorities of a relevant jurisdiction any taxes and capital, stamp, issue issue, registration and registration transfer taxes and duties arising on conversion the exercise of Conversion Rights excluding any Specified Taxes (other than any taxes or capital duties or stamp duties payable in Norway, the United Kingdom, Luxembourg or Belgium in respect of the allotment and issue of any Common Shares on such conversion (including any Additional Common Shares), which shall be paid payable by the Issuer) and such Noteholder ). A Bondholder must pay also pay, or procure the payment of, all, if any, taxes imposed on it and arising by reference to any disposal or deemed disposal by it of a Note Bond or interest therein in connection with the exercise of Conversion Rights by it. Any such conversioncapital, stamp, issue, registration or transfer taxes or duties or other taxes payable by a Bondholder are referred to as “Bondholder Taxes”. If the Bondholder fails to pay any Bondholder Taxes, the Issuer shall be entitled to tender and pay the same and the Bondholder, as a separate and independent stipulation, covenants to reimburse and indemnify the Issuer in respect of any payment thereof and any interest and penalties payable and any documented costs incurred in respect thereof. For the avoidance of doubt, the Trustee Calculation Agent shall not be responsible for determining whether such taxes any Specified Taxes or capital, stamp, issue or registration duties Bondholder Taxes are payable or the amount of such taxes or capital, stamp, issue or registration duties thereof and it shall not be responsible or liable for any failure by the Issuer to pay such taxes Specified Taxes or capital, stamp, issue or registration dutiesby a Bondholder to pay such Bondholder Taxes. Common Shares ADSs to be issued or transferred and delivered on exercise of Conversion Rights (including any Additional ADSs) will be issued (i) (where the Relevant Exchange on the Conversion Date is the Oslo Stock Exchange) or delivered in electronic uncertificated form through DTC to its direct and indirect participants to the facilities of the VPS to such VPS Account as account specified by the Noteholder relevant Bondholder in the relevant Conversion Notice (and in such connection therewithPayment Details, the person specified in the relevant Conversion Notice will initially be registered in the Issuer’s main register of Shareholders maintained in Luxembourg in respect of the relevant Common Shares and, immediately upon such registration, transferred to the Issuer’s branch register maintained in Oslo) or (ii) (where the Relevant Exchange on the Conversion Date is not the Oslo Stock Exchange) through the facilities of such clearing system as is customary for the delivery of shares in respect of trades made on or through such Relevant Exchange and to such account with such clearing system as specified by the Noteholder in the relevant Conversion Notice, provided that the Issuer shall not be required in any circumstances to deliver or procure the delivery of ADSs, ADRs, GDRs or any other certificates or receipts representing Common Shares and if unless at the relevant time the Relevant Exchange is ADSs (including Additional ADSs) are not a stock exchange participating security in DTC, in which case the Deliverable ADSs (including Additional Deliverable ADSs) will be issued or securities market on which delivered in certificated form. Where Deliverable ADSs (including Additional Deliverable ADSs) are to be issued or transferred and delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge to the Common Shares are traded relevant Bondholder in accordance with its Payment Details or as it may otherwise direct. Such ADSs will be issued or transferred and delivered to the relevant Bondholder no later than four London and New York business days following the relevant Conversion Date or, in the form case of any Additional ADSs, ADRsnot later than four London and New York business days following the relevant Reference Date. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant ADSs received pursuant to the exercise of its Conversion Right and is not an officer, GDRs director (or person performing similar functions) or other affiliate of the Issuer or a person acting on behalf of such an affiliate. ADSs issued or transferred and delivered to Bondholders (i) pursuant to an exercise of Conversion Rights (including any Additional ADSs), and (ii) pursuant to an exercise by the Issuer of an ADS Settlement Option (including any Additional Deliverable ADSs), will be immediately freely tradeable under the Securities Act by holders who are not affiliates of the Issuer, and have not been, affiliates of the Issuer within the preceding three months. Except as otherwise provided in these Conditions or in the Bond Agreement, the Issuer will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, but excluding any Bondholder Taxes, in connection with the delivery of ADSs on each exercise of Conversion Rights and in relation to each ADS Settlement. Notwithstanding any other certificates or receiptsprovisions of these Conditions, then a Bondholder exercising Conversion Rights following a Change of Control Conversion Right Amendment as EMEA 149041286 76 described in Condition 11(b)(vii) will be deemed, for the purposes of this paragraphthese Conditions, to have received the Relevant Exchange shall be determined disregarding such stock exchange or securities market and the Issuer shall in any event be entitled to deliver Common Shares in such manner as it may determine in order to comply with any legal or regulatory requirements and/or to avoid any requirement to file or publish any registration statement, prospectus or any like or similar document or requirement. The Issuer will take all necessary steps to procure that the Common Shares ADSs to be issued or transferred and delivered arising on exercise conversion of Conversion Rights are issued and/or delivered by no later than its Bonds in the Delivery Date (as defined below) and, subject as manner provided above, will promptly make all necessary filings within these Conditions, and applications to the Relevant Exchange have exchanged such ADSs for the admission to listing and to trading consideration that it would have received therefor if it had exercised its Conversion Right in respect of such Common Shares. As used herein, Bonds at the “Delivery Date” means the sixth day time of the calendar month immediately following the calendar month in which occurrence of the relevant Conversion Date falls or, if such day is not a Luxembourg business day, the first Luxembourg business day thereafterChange of Control.