Common use of Repurchase at Option of Holders Upon a Fundamental Change Clause in Contracts

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indenture.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, then each Holder Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, Notes or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The 1,000 principal amount, for cash on or after the Close of Business on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or twenty (20) calendar days and not more than 35 Business Days following thirty-five (35) calendar days after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest thereon (including Additional Interest and Filing Additional Interest, if any) to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date plus, if the Fundamental Change constitutes a Non-Stock Change of Control and without duplication of the foregoing amounts, an amount in cash, referred to as the “Cash Acquisition Interest Make-Whole Amount”, equal to the present value of all remaining interest payments on such Notes through and including the Maturity Date (collectively, the “Fundamental Change Repurchase Price”). The present value of the remaining interest payments will be computed using a discount rate equal to 6.25%. In lieu of paying the Cash Acquisition Interest Make-Whole Amount in cash, unless to the extent permitted by applicable Commission interpretations and guidance as determined by the Company, the Company may deliver a number of shares equal to the Cash Acquisition Interest Make-Whole Amount divided by the Stock Price. Notwithstanding the foregoing, if the Fundamental Change Repurchase Date falls is after a Regular Record Date but and on or prior to the corresponding Interest Payment Date to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of accrued and unpaid interest (toincluding Additional Interest and Filing Additional Interest, but not including Interest Payment Dateif any) will be paid on the Fundamental Change Repurchase Date to the Holder of record as of such Regular on the Record Date, and the Fundamental Change Repurchase Price . Repurchases of Notes under this Section 11.01 shall be equal to 100% made, at the option of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indenture.Holder thereof, upon:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 15.02(Withdrawal of Fundamental Change Repurchase Notice) that is equal to $1,000 or a multiple in denominations of $1,000. The date US$1.00 principal amount and integral multiples of such repurchase US$1.00 in excess thereof, on the Business Day (the “Fundamental Change Repurchase Date”) shall be specified notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest thereon tothrough the Fundamental Change Repurchase Date, but excludingplus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Rate multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, unless Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the IndenturePrice.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to a minimum of $1,000 principal amount or a multiple of $1,000. The 1,000 in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any (b) Repurchases of Notes so repurchased by the Company under this Section 15.02 shall be paid for in cash. The made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Date shall be subject Notice”) in the form set forth in Attachment 2 to postponement the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in order to allow compliance with the Company to comply with applicable law as a result Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of changes to such applicable law occurring after business on the date Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Indenture.Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with 77

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000. The in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company Section 15.02; provided, that each Holder’s right under this Section 15.02 shall be paid subject, for so long as the Magnetar Obligations are outstanding, to the restrictions on the Company’s repurchase contained in cashthe Magnetar Note Issuance Agreement. The Fundamental Change Repurchase Date shall be subject to postponement postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date hereof. (b) On or before the 20th calendar day after the occurrence of the Indenture.Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice (with such Fundamental Change Repurchase Date being subject to postponement by a number of days by which the Company’s Fundamental Change Repurchase Notice is delivered to Holders beyond the deadline set forth in Section 14.01(c)), at a repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date (the “Fundamental Change Repurchase Price”), Date (unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date), and plus, if the Fundamental Change Repurchase Price shall be constitutes a Make-Whole Fundamental Change and without duplication of the foregoing amounts, an amount in cash (the “Make-Whole Amount”) equal to 100% the present value of all remaining interest payments on the Notes through and including the Maturity Date. The present value of the principal amount remaining interest payments will be computed using a discount rate equal to 2.25%. In lieu of Notes paying the Make-Whole Amount in cash, to be repurchased pursuant to this Article 15. Any Notes so repurchased the extent permitted by applicable Commission interpretations and guidance as determined by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow and by the rules of the NASDAQ Global Select Market, the Company may deliver a number of shares equal to comply with applicable law as a result of changes to such applicable law occurring after the date of Make-Whole Amount divided by the IndentureStock Price.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to minimum denominations of $1,000 or a an integral multiple of $1,000. The 1,000 in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any ; provided that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes so repurchased upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company shall be paid as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow an offer made by the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indentureset forth in this Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such HolderXxxxxx’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article ‎Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the this Indenture.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000. The in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cashSection 15.02. The Fundamental Change Repurchase Date shall be subject to postponement postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date Restatement Date. (b) On or before the 20th calendar day after the occurrence of the Indenture.Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail. Each Fundamental Change Company Notice shall specify:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If there shall occur a Fundamental Change occurs at any time prior to the Final Maturity Date, then each Holder shall have the right, at such Holder’s 's option, to require the Company to repurchase for cash all of such Holder’s Notes's Securities, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The 1,000 principal amount, on a date of such repurchase (the “Fundamental Change Repurchase Date”) "FUNDAMENTAL CHANGE REPURCHASE DATE"), which shall be specified by the Company that is not no less than 20 or 30 days nor more than 35 Business Days following 60 days after the date of the Fundamental Change Company Notice Repurchase Notice, at a repurchase price equal to 100% of the principal amount thereofof the Securities, plus accrued and unpaid interest thereon tointerest, if any, to but excluding, excluding the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”"FUNDAMENTAL CHANGE REPURCHASE PRICE"), unless payable in Cash, plus a Make Whole Premium, if any, payable in Common Stock (or in the same form of consideration into which the Common Stock has been converted or exchanged into in connection with such Fundamental Change), determined as described in Article 4; provided that if the Fundamental Change Repurchase Date falls after a Regular an Interest Payment Record Date but and on or prior to before the corresponding Interest Payment Date, then the interest due on such Interest Payment Date shall be payable to which such Regular the Holders in whose name the Securities are registered at the close of business on the relevant Interest Payment Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall only be equal to 100% of the principal amount of Notes to be the Securities being repurchased pursuant to this Article 15(plus a Make Whole Premium, if any). Any Notes so repurchased by Notwithstanding the foregoing, the Company shall be paid for in cash. The may not repurchase the Securities upon the occurrence of a Fundamental Change if the principal amount of the Securities has been accelerated and such acceleration has not been rescinded on or prior to the Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the IndentureDate.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The 1,000 principal amount, for cash on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or twenty (20) Business Days and not more than 35 thirty five (35) Business Days following after the date of the Fundamental Change Company Notice (as defined below) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest interest, including unpaid Additional Interest, if any, thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the . If such Fundamental Change Repurchase Date falls after a Regular Record Date but record date for the payment of interest or Additional Interest and on or prior to the corresponding Interest Payment Date to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of accrued and unpaid interest (tointerest, but not including accrued and unpaid Additional Interest, if any, payable on such Interest Payment Date) Date to the Holder holder of record as on the close of such Regular Record Datebusiness on the corresponding record date. Notwithstanding the foregoing, and a Noteholder shall not have the right to require the Company to repurchase its Notes upon a Fundamental Change set forth in clause (ii) of the definition thereof where the consideration (excluding cash payments for fractional shares) in the transaction or event constituting the Fundamental Change Repurchase Price consists solely of securities that are traded on a national securities exchange or quoted on the Nasdaq National Market or will be so traded or quoted when issued in connection with such Fundamental Change. Repurchases of Notes under this Section 16.02 shall be equal to 100% made, at the option of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indenture.holder thereof, upon:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to minimum denominations of $1,000 or a an integral multiple of $1,000. The 1,000 in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest Special Interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Regular Special Interest Record Date relates, in which case the Company shall instead pay the full amount of any accrued and unpaid interest (to, but not including Special Interest Payment Date) to the Holder Holders of record as of such Regular Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any ; provided that the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes so repurchased upon a Fundamental Change if a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company shall be paid as set forth in this Section 15.02 and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow an offer made by the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indentureset forth in this Section 15.02.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 14.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100103.0% of the principal amount Accreted Principal Amount thereof, plus accrued and unpaid interest thereon tointerest, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date if any (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100103.0% of the principal amount Accreted Principal Amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash14. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as law. If the Effective Date of a result Make-Whole Fundamental Change occurs on or after [●], 2025, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall pay such Holder, in addition to delivering the relevant number of changes Ordinary Shares pursuant to such applicable law occurring after conversion, an amount equal to the date interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the IndentureMake-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the thirty-fifth (35th) Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a any integral multiple of $1,000. The 1.00 in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereofCapitalized Principal Amount of such Notes, in each case, plus any accrued and unpaid interest thereon that has not been paid or capitalized to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay in cash at the Cash Interest Rate the full amount of accrued and unpaid interest that has not been paid or capitalized (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record DateDate (notwithstanding any prior election (or deemed election) by the Company to pay such interest pursuant to the Capitalization Method), and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount Capitalized Principal Amount of such Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the this Indenture.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, then each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all or any portion of such Holder’s Notes, or any portion of Notes such that the remaining principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 of each Note that is equal to not repurchased in full equals $1,000 or a an integral multiple of $1,000. The 1,000 in excess thereof, on a date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of on which the Company delivers the Fundamental Change Company Notice Notice, at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”); provided, unless however, that if the Company repurchases a Note on a Fundamental Change Repurchase Date falls that is after a Regular Record Date but and on or prior to the Interest Payment Date corresponding to which such Regular Record Date relatesDate, in which case the Company shall instead pay the full amount of such accrued and unpaid interest (to, but not including on such Note on the Interest Payment Date) Date to the Holder of record of such Note as of such Regular Record Date, Date and the Fundamental Change Repurchase Price shall then be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Note the Company shall be paid for in cash. The repurchases on such Fundamental Change Repurchase Date; provided, further, that the Fundamental Change Repurchase Date shall may be subject to postponement in order postponed to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof. Notwithstanding the foregoing, there shall be no repurchase of any Notes pursuant to this Section 3.01 if the principal amount of the IndentureNotes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes) and shall deem to be cancelled any instructions for book-entry transfer of the Notes in compliance with the Applicable Procedures, in which case, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The 1,000 principal amount, for cash on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or twenty (20) Business Days and not more than 35 thirty-five (35) Business Days following after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest (including Additional Interest, if any) thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date (the “Fundamental Change Repurchase Price”), Date (unless the Fundamental Change Repurchase Date falls after is between a Regular Record Date but on or prior to regular record date and the corresponding Interest Payment Date to which such Regular Record Date it relates, in which case case, the Company shall instead will pay the full amount of accrued and unpaid interest (toincluding Additional Interest, but not including if any) payable on such Interest Payment Date) Date to the Holder Noteholders of record as at the close of such Regular Record Date, and business on the corresponding regular record date) (the “Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15Price”). Any Notes so repurchased purchased by the Company shall be paid for in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the definition of “Fundamental Change” shall not constitute a Fundamental Change, however, if at least 90% of the consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In addition, no Notes may be repurchased by the Company at the option of the holders on a Fundamental Change Repurchase Date shall be subject if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to postponement the Fundamental Change Repurchase Date (except in order to allow the case of an acceleration resulting from a Default by the Company to comply in the payment of the applicable Fundamental Change Repurchase Price with applicable law as a result of changes respect to such applicable law occurring after the date of the IndentureNotes).

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 1515 [Repurchase of Notes at Option of Holders]. Any (b) Repurchases of Notes so repurchased under this Section 15.02 [Repurchase at Option of Holders Upon a Fundamental Change] shall be made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case, such delivery or transfer being a condition to receipt by the Company shall be paid for in cashHolder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Date Notice in respect of any Notes to be repurchased shall state: (iii) in the case of Physical Notes, the certificate numbers of the Notes to be subject delivered for repurchase; (iv) the portion of the principal amount of Notes to postponement in order be repurchased, which must be $1,000 or an integral multiple thereof; and (v) that the Notes are to allow be repurchased by the Company pursuant to comply with the applicable law as a result of changes to such applicable law occurring after the date provisions of the Notes and this Indenture.; 74

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or more than 35 Business Days following the date of the Fundamental Change Company Notice (provided that the Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date hereof) at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date (b) Repurchases of Notes under this Section 15.02 shall be subject to postponement in order to allow made, at the Company to comply with applicable law as a result of changes to such applicable law occurring after the date option of the Indenture.Holder thereof, upon: 73

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, then each Holder Noteholder shall have the right, at such Holderholder’s option, to require the Company to repurchase for cash all of such Holderholder’s Notes, Notes or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The 1,000 principal amount, for cash on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 or twenty (20) Business Days and not more than 35 thirty-five (35) Business Days following after the date of the Fundamental Change Company Repurchase Right Notice (as hereinafter defined) at a repurchase price equal to 100% of the principal amount thereof, plus together with accrued and unpaid interest (including Additional Interest, if any) thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date (the “Fundamental Change Repurchase Price”), Date (unless the Fundamental Change Repurchase Date falls after is between a Regular Record Date but on or prior to regular record date and the corresponding Interest Payment Date to which such Regular Record Date it relates, in which case case, the Company shall instead will pay the full amount of accrued and unpaid interest (toincluding Additional Interest, but not including if any) payable on such Interest Payment Date) Date to the Holder Noteholders of record as at the close of such Regular Record Date, and business on the corresponding regular record date) (the “Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15Price”). Any Notes so repurchased purchased by the Company shall be paid for in cash. A transaction or transactions described in clauses (1), (2), (3) or (4) of the definition of “Fundamental Change” shall not constitute a Fundamental Change, however, if at least 90% of the consideration paid for Common Stock (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in connection with such transaction or transactions consists of shares of Common Stock that are listed or quoted on any of The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors) or will be so listed or quoted immediately following issuance or exchange in connection with such transaction or transactions and as a result of such transaction or transactions the Notes become convertible into the Reference Property for the Notes subject to Article 13. In addition, no Notes may be repurchased by the Company at the option of the holders on a Fundamental Change Repurchase Date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Fundamental Change Repurchase Price with respect to such Notes). Repurchases of Notes under this Section 14.01 shall be subject to postponement in order to allow made, at the Company to comply with applicable law as a result of changes to such applicable law occurring after the date option of the Indenture.holder thereof, upon:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, plus any remaining amounts that would be owed to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date Maturity Date, including all regularly scheduled interest payments (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by , plus accrued and unpaid interest, if any, plus any remaining amounts that would be owed to, but excluding, the Company shall be paid for in cashMaturity Date, including all regularly scheduled interest payments. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indenturelaw.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount at maturity thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 14.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100103.0% of the principal amount Accreted Principal Amount thereof, plus accrued and unpaid interest thereon tointerest, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date if any (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100103.0% of the principal amount Accreted Principal Amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash14. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as law. If the Effective Date of a result Make-Whole Fundamental Change occurs on or after October 27, 2025, and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall pay such Holder, in addition to delivering the relevant number of changes Ordinary Shares pursuant to such applicable law occurring after conversion, an amount equal to the date interest that would have been payable from the Fundamental Change Repurchase Date to the Maturity Date had the Notes not been so converted. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Conversion Date occurs during the period from, and including, the Effective Date of the IndentureMake-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the thirty-fifth (35th) Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change).

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change (other than an Exempted Fundamental Change) occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 15.02 (Withdrawal of Fundamental Change Repurchase Notice) that is equal to $1,000 or a multiple in denominations of $1,000. The date US$1.00 principal amount and integral multiples of such repurchase US$1.00 in excess thereof, on the Business Day (the “Fundamental Change Repurchase Date”) shall be specified notified in writing by the Company as set forth in Section 15.01(b) (Repurchase at Option of Holders Upon a Fundamental Change) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to the greater of (i) 100% of the principal amount thereof, plus any accrued and unpaid interest thereon tothrough the Fundamental Change Repurchase Date, but excludingplus the Make-Whole Amount and (ii) an amount in cash equivalent to the amount calculated pursuant to clause (i) divided by the then-prevailing Conversion Price, multiplied by the average of the Last Reported Sale Prices of the ADSs over the ten (10) Trading Day period beginning, and including, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date Trading Day immediately following the date the Company delivers the related Fundamental Change Company Notice (such greater repurchase price, the “Fundamental Change Repurchase Price”). The Trustee and any other Conversion Agent, unless Paying Agent (or any other agent appointed for such purposes) shall have no responsibility to determine the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the IndenturePrice.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 twenty (20) Business Days or more than 35 thirty-five (35) Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon interest, if any, plus any remaining amounts that would be owed to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Maturity Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including excluding, such Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result law. (b) Repurchases of changes to such applicable law occurring after Notes under this Section 15.02 shall be made, at the date option of the Indenture.Holder thereof, upon:

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a an integral multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (“Accrued Interest”) plus all unpaid interest from the Fundamental Change Repurchase Date to, but excluding, the Maturity Date (the “Make-Whole Interest Payment”) (together, the “Fundamental Change Repurchase Price”), ) unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including the Accrued Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased plus the Make- Whole Interest Payment pursuant to this Article 15. Any (b) Repurchases of Notes so repurchased by the Company under this Section 15.02 shall be paid for in cash. The made, at the option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Date shall be subject Notice”) in the form set forth in Attachment 2 to postponement the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in order to allow compliance with the Company to comply with applicable law as a result Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of changes to such applicable law occurring after business on the date of Business Day immediately preceding the Indenture.Fundamental Change Repurchase Date; and

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest interest, if any, thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of the close of business on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the date of this Indenture. (b) Repurchases of Notes under this Section 15.02 shall be made, at the Indenture.option of the Holder thereof, upon: (i) delivery to the Paying Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary’s procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and (ii) delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance 79

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s 's option, to require the Company to repurchase for cash all of such Holder’s 's Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The , on the date of such repurchase (the “"Fundamental Change Repurchase Date”") shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “"Fundamental Change Repurchase Price”"), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Repurchases of Notes so repurchased under this Section 15.02 shall be made, at the option of the Holder thereof, upon: delivery to the Paying Agent by a Holder of a duly completed notice (the "Fundamental Change Repurchase Notice") in the form set forth in Attachment 2 to the Form of Note attached hereto as Exhibit A, if the Notes are Physical Notes, or in compliance with the Depositary's procedures for surrendering interests in Global Notes, if the Notes are Global Notes, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and delivery of the Notes, if the Notes are Physical Notes, to the Paying Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the Corporate Trust Office of the Paying Agent, or book-entry transfer of the Notes, if the Notes are Global Notes, in compliance with the procedures of the Depositary, in each case such delivery being a condition to receipt by the Company shall be paid for in cashHolder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Date Notice in respect of any Notes to be repurchased shall state: in the case of Physical Notes, the certificate numbers of the Notes to be subject delivered for repurchase; the portion of the principal amount of Notes to postponement in order be repurchased, which must be $1,000 or a multiple thereof; and that the Notes are to allow be repurchased by the Company pursuant to the applicable provisions of the Notes and this Indenture; provided, however, that if the Notes are Global Notes, the Fundamental Change Repurchase Notice must comply with applicable law appropriate Depositary procedures. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this Section 15.02 shall have the right to withdraw, in whole or in part, such Fundamental Change Repurchase Notice at any time prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.03. The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof. On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders of Notes and the Trustee and the Paying Agent (in the case of a Paying Agent other than the Trustee) a notice (the "Fundamental Change Company Notice") of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. In the case of changes to Physical Notes, such notice shall be by first class mail or, in the case of Global Notes, such notice shall be delivered in accordance with the applicable law occurring after procedures of the Depositary. Each Fundamental Change Company Notice shall specify: the events causing the Fundamental Change; the date of the Fundamental Change; the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; the Fundamental Change Repurchase Price; the Fundamental Change Repurchase Date; the name and address of the Paying Agent and the Conversion Agent, if applicable; if applicable, the Conversion Rate and any adjustments to the Conversion Rate; that the Notes with respect to which a Fundamental Change Repurchase Notice has been delivered by a Holder may be converted only if the Holder withdraws the Fundamental Change Repurchase Notice in accordance with the terms of this Indenture; the procedures that Holders must follow to require the Company to repurchase their Notes. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holders' repurchase rights or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 15.02. At the Company's written request, the Trustee shall give such notice in the Company's name and at the Company's expense; provided, however, that, in all cases, the text of such Fundamental Change Company Notice shall be prepared by the Company. Notwithstanding the foregoing, no Notes may be repurchased by the Company on any date at the option of the Holders upon a Fundamental Change if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes), or any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary shall be deemed to have been cancelled, and, upon such return or cancellation, as the case may be, the Fundamental Change Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 or a multiple of $1,000. The , on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 calendar days or more than 35 Business Days calendar days following the date of the Fundamental Change Company Notice at a repurchase price equal to the Fundamental Change Repurchase Price (as defined below) of such Notes to be repurchased pursuant to this Article 15. As used herein, the “Fundamental Change Repurchase Price” of a Note shall mean (i) prior to February 2, 2024, 100% of the principal amount thereofof such Note and (ii) on or after February 2, 2024, (x) if the Fundamental Change Repurchase Date falls on a Designated Repurchase Date, the Designated Repurchase Price applicable to such Designated Repurchase Date, or (y) if the Fundamental Change Repurchase Date falls between two Designated Repurchase Dates, a price equal to the percentage of the principal amount of such Note determined by a straight-line interpolation between the Designated Repurchase Price applicable to the earlier and later of such Designated Repurchase Dates, based on a 365-day year; provided, for purposes of this Section 15.02, the Designated Repurchase Price on February 2, 2024 is 100% of the principal amount, plus accrued and unpaid interest thereon to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Date (the “Fundamental Change Repurchase Price”)Date; provided that, unless if the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law as a result of changes to such applicable law occurring after the date of the Indenture.”

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Date, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $1,000 (or if a PIK Payment has been made, $1.00) or an integral multiple of $1,000. The in excess thereof, on the date of such repurchase (the “Fundamental Change Repurchase Date”) shall be specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice Notice, at a repurchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but not including Interest Payment Date) to the Holder Holders of record as of such Regular Record Date, and the Fundamental Change Repurchase Price shall be paid in cash in an amount equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any Notes so repurchased by the Company shall be paid for in cashSection 15.02. The Fundamental Change Repurchase Date shall be subject to postponement postponement, without penalty to the Company, in order to allow the Company to comply with applicable law as a result of any changes to such applicable law occurring after the Restatement Date. (b) On or before the 20th calendar day after the occurrence of the Effective Date of a Fundamental Change, the Company shall provide to all Holders of Notes and the Representative and the Paying Agent (in the case of a Paying Agent other than the Company) a notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right at the option of the Holders arising as a result thereof. Such notice shall be by first class mail. Each Fundamental Change Company Notice shall specify: (i) the events causing the Fundamental Change; (ii) the date of the Indenture.Fundamental Change; (iii) the last date on which a Holder may exercise the repurchase right pursuant to this Article 15; (iv) the Fundamental Change Repurchase Price; (v) the Fundamental Change Repurchase Date; (vi) the name and address of the Paying Agent and the Conversion Agent, if applicable; (vii) if applicable, the Conversion Rate and any adjustments to the Conversion Rate;

Repurchase at Option of Holders Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time prior to the Maturity Datetime, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof properly surrendered and not validly withdrawn pursuant to Section 15.03 that is equal to $US$1,000 or a an integral multiple of $US$1,000. The date of such repurchase , on the Business Day (the “Fundamental Change Repurchase Date”) shall be specified notified in writing by the Company to the Holders, the Trustee, the Paying Agent or other agent appointed for such purpose as set forth in Section 15.02(c) that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price Repurchase Price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest Special Interest thereon to, but excludingnot including, the Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Regular Special Interest Record Date but on or prior to the Special Interest Payment Date to which such Regular Special Interest Record Date relates, in which case the Company shall instead pay on, or at its election, before the Special Interest Payment Date the full amount of accrued and unpaid interest (toSpecial Interest, but not including Interest Payment Date) if any, to the Holder Holders of record as of the close of business on such Regular Special Interest Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. Any The Trustee, the Conversion Agent, Paying Agent or any other agent appointed for such purpose shall have no responsibility to determine, calculate or verify the Fundamental Change Repurchase Price. The Trustee, the Conversion Agent, the Paying Agent or any other agent appointed for such purpose shall not be required to take any steps to ascertain whether a Fundamental Change or any event which could lead to the occurrence of a Fundamental Change has occurred and shall not be liable to any person for any failure to do so. ​ Notwithstanding the foregoing, the Company shall not be required to repurchase, or to make an offer to repurchase, the Notes so repurchased upon a Fundamental Change if (i) a third party makes such an offer in the same manner, at the same time and otherwise in compliance with the requirements for an offer made by the Company shall be paid as set forth above and such third party purchases all Notes properly surrendered and not validly withdrawn under its offer in the same manner, at the same time and otherwise in compliance with the requirements for in cash. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow an offer made by the Company to comply with applicable law as set forth above and (ii) an owner of a beneficial interest in any Note repurchased by such third party will not receive a lesser amount (as a result of changes to taxes, additional expenses or for any other reason) than such applicable law occurring after owner would have received had the date of the Indenture.Company repurchased such Note as set forth above. ​ 100 ​ ​