Common use of Rights Upon Fundamental Transaction Clause in Contracts

Rights Upon Fundamental Transaction. If, at any time while this Note is outstanding, the Company effects a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply with the provisions of this Section 6 and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Rights Upon Fundamental Transaction. (a) If, at any time while this Note is outstanding, (i) the Company effects a Fundamental Transaction, then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note Debenture following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note debenture consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity successor or Successor Entities surviving entity to comply with the provisions of this Section 6 6(a) and insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

Rights Upon Fundamental Transaction. If, at any time while this Note The Company shall not enter into or be party to a Fundamental Transaction (as defined in the Schedule of Terms) unless (i) the Successor Entity (as defined in the Schedule of Terms) (if the Successor Entity is outstanding, not the Company) assumes in writing all of the obligations of the Company effects a under the Schedule of Terms and the other Transaction Documents in accordance with the provisions of this Section 10(b) pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, thenincluding agreements to deliver to each holder of Preference Shares in exchange for such Preference Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Schedule of Terms, upon including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Preference Shares held by the Holders and having similar ranking to the Preference Shares, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity (as defined in the Schedule of Terms)) is a publicly traded corporation whose ordinary shares are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any subsequent conversion of this NoteFundamental Transaction, the Holder Successor Entity shall have succeed to, and be substituted for (so that from and after the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence date of such Fundamental Transaction, the provisions of the Schedule of Terms and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under the Schedule of Terms and the other Transaction Documents with the same kind effect as if such Successor Entity had been named as the Company herein and amount therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity (if the Successor Entity is not the Company) shall deliver to each Holder confirmation that there shall be issued upon conversion or redemption of the Preference Shares at any time after the consummation of such Fundamental Transaction, in lieu of the Ordinary Shares (or other securities, cash cash, assets or other property as it (except such items still issuable under Sections 10(c), 10(d) and 10(e) hereof and Section 17 of the Schedule of Terms, which shall continue to be receivable thereafter)) issuable upon the conversion or redemption of the Preference Shares prior to such Fundamental Transaction, such shares of the publicly traded ordinary shares (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive upon the occurrence happening of such Fundamental Transaction if it had been, all the Preference Shares held by each Holder been converted immediately prior to such Fundamental Transaction, Transaction (without regard to any limitations on the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination conversion of the Conversion Price shall be appropriately Preference Shares contained in the Schedule of Terms), as adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply accordance with the provisions of the Schedule of Terms. Notwithstanding the foregoing, such Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6 10(b) to permit the Fundamental Transaction without the assumption of the Preference Shares. The provisions of this Section 10(b) shall apply similarly and insuring that this Note (equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transactionredemption of the Preference Shares.

Rights Upon Fundamental Transaction. IfSubject to the provisions of the Stockholders’ Agreement between the Company, at any time while this Note is outstandingPA LLC and Dhabi Cayman One Ltd. dated January 29, 2013 (the “Stockholders’ Agreement”), the Company effects shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this Section 5 pursuant to written agreements in form and substance reasonably satisfactory to the Holder, including an agreement to deliver to the Holder in exchange for such Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Note, including, without limitation, having a principal amount and interest rate equal to the principal amount then outstanding and the interest rates of the Note, having similar conversion rights as the Note and having similar ranking to the Note. Upon the occurrence of any Fundamental Transaction, thenthe Successor Entity shall succeed to, upon any subsequent conversion of this Note, and be substituted for (so that from and after the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Transaction Documents with the same kind and amount effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of the Company’s Common Stock (or other securities, cash cash, assets or other property as it (except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter)) issuable upon the conversion of the Note prior to such Fundamental Transaction, such shares of the common stock (or their equivalent) of the Successor Entity which the Holder would have been entitled to receive upon the occurrence happening of such Fundamental Transaction if it had been, this Note been converted immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately as adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity or Successor Entities to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6 5 to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 5 shall apply similarly and insuring that equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionNote.

Rights Upon Fundamental Transaction. If, at The Company shall not enter into or be party to a Fundamental Transaction unless any time while this Note is outstanding, successor entity in such Fundamental Transaction in which the Company effects a is not the survivor (the “Successor Entity”) assumes in writing (or, if prior to the consummation of such Fundamental Transaction, then, upon any subsequent conversion such applicable agreement requires the assumption of) all of the obligations of the Company under this Note and the other Transaction Documents in accordance with the provisions of this NoteSection 5 pursuant to written agreements in form and substance reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of the Notes then outstanding held by such holder, having similar conversion rights and having similar ranking to the Notes, and satisfactory to the Required Holders. Upon the occurrence of any Fundamental Transaction, the Holder Successor Entity shall have succeed to, and be substituted for (so that from and after the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence date of such Fundamental Transaction, the provisions of this Note referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note with the same kind and amount effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Company’s Preferred Stock (or other securities, cash cash, assets or property as it would have been entitled to receive other property) issuable upon the occurrence conversion of such Fundamental Transaction if it had been, immediately the Notes prior to such Fundamental Transaction, the holder such shares of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination capital stock of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Successor Entity (1or its parent entity) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting (but taking into account the relative value of any different components of the Alternate Consideration. If holders shares of Common Stock are given any choice as and Preferred Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the securities, cash or property to be received in a Fundamental Transaction, then number of shares of capital stock and such conversion price for the Holder shall be given purpose of protecting the same choice as to the Alternate Consideration it receives upon any conversion economic value of this Note following immediately prior to the consummation of such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions), any Successor Entity or Successor Entities to the Company or surviving entity as adjusted in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply accordance with the provisions of this Note. The provisions of this Section 6 shall apply similarly and insuring that equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionNote.

Rights Upon Fundamental Transaction. If, at any time while The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Note is outstanding, and the Company effects a other Exchange Documents in accordance with the provisions of this Section 9 pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, thenincluding agreements to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Notes, upon including, without limitation, having a principal amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder, having similar conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any subsequent conversion of this NoteFundamental Transaction, the Holder Successor Entity shall have succeed to, and be substituted for (so that from and after the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence date of such Fundamental Transaction, the provisions of this Note and the other Exchange Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Note and the other Exchange Documents with the same kind and amount effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash cash, assets or other property as it (except such items still issuable under Sections 10(a) and 11, which shall continue to be receivable thereafter) issuable upon the conversion or redemption of the Notes prior to such Fundamental Transaction, such shares of the publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the occurrence happening of such Fundamental Transaction if it had been, this Note been converted immediately prior to such Fundamental Transaction, the holder of one Transaction (1) share of Common Stock (the “Alternate Consideration”). For purposes of without regard to any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based limitations on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisionsNote), any Successor Entity or Successor Entities to the Company or surviving entity as adjusted in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions and evidencing the Holder’s right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such Successor Entity or Successor Entities to comply accordance with the provisions of this Note. Notwithstanding the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 6 9 to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 9 shall apply similarly and insuring that equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental TransactionNote.