Common use of Settlement Upon Conversion; Conversion Procedures Clause in Contracts

Settlement Upon Conversion; Conversion Procedures. (a) Upon any conversion of any Note, the Company shall deliver to converting Holders, on the third Business Day immediately following the Conversion Date, a number of ADSs equal to (A)(i) the aggregate principal amount of Notes to be converted divided by (ii) $1,000, multiplied by (B) the applicable Conversion Rate on the relevant Conversion Date, together with cash in lieu of any fractional ADSs pursuant to Section 15.02(j); (b) Before any Holder of a Note shall be entitled to convert the same as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to the amount of interest, including any Additional Interest, if any, payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 15.02(h) and, if required, all transfer or similar taxes or duties for which such Holder is responsible under Section 15.02(e), if any, and (ii) in the case of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any ADSs, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, pay funds equal to the amount of interest, including any Additional Interest, if any, payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 15.02(h), and (4) if required, pay all transfer or similar taxes or duties for which such Holder is responsible under Section 15.02(e), if any. The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion pursuant to this Article 15 on the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Repurchase Notice in accordance with Section 16.03 or Section 16.06, as applicable. If the Company has designated a Redemption Date, a Holder that complies with the above requirements will be deemed to have delivered a Notice of Tax Redemption Election. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in Section 15.02(b). The Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full ADSs to which such Holder shall be entitled in satisfaction of such Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note. (e) If a Holder submits a Note for conversion, no service charge will be imposed by the Company and the Company shall pay all documentary, stamp or similar issue or transfer tax or other duties, if any, that may be imposed by any governmental authority with respect to the issuance of ADSs upon the conversion. However, the Company, the Trustee or the Conversion Agent may require the Holder to pay a sum sufficient to cover any such tax that is due because the Holder requests any ADSs to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing ADSs being issued in a name other than the Holder’s name until the Trustee or the Conversion Agent, as the case may be, receives such sum. Nothing herein shall preclude any tax withholding or deduction required by law or regulations. (f) Except as provided in Section 15.04, no adjustment shall be made for dividends on any ADSs issued upon the conversion of any Note or the Class A Ordinary Shares represented thereby as provided in this Article. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid interest and any Additional Interest, except as set forth below. The Company’s settlement of the Conversion Obligations as described above shall be deemed to satisfy its obligation to pay the principal amount of the Note and accrued and unpaid interest, including any Additional Interest, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, including any Additional Interest, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on the Regular Record Date will receive the interest, including Additional Interest, if any, payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest, including Additional Interest, if any, payable on the Notes so converted; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the next Scheduled Trading Date immediately following the corresponding Interest Payment Date, (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the next Scheduled Trading Date immediately following the corresponding Interest Payment Date, (3) to the extent of any Defaulted Interest, if any, existing at the time of conversion with respect to such Notes or (4) if the Notes are surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date. Except as described above, no payment or adjustment will be made for accrued and unpaid interest, including Additional Interest, if any, on converted Notes. (i) The Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a shareholder of record as of the close of business on the Conversion Date. Upon conversion of Notes, such Person shall no longer be a Holder with respect to such Notes. (j) For each Note surrendered for conversion and converted, any fractional ADSs remaining shall, in each case, be paid in cash. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full ADSs that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. The Company shall not issue fractional ADSs upon conversion of Notes. Instead, the Company shall pay cash in lieu of fractional ADSs based on the Last Reported Sale Price of the Company’s ADSs on the relevant Conversion Date (or, if such Conversion Date is not a Trading Day, the next following Trading Day), by the fractional amount and rounding the product to the nearest whole cent. The Company shall determine the number of fractional ADSs for which cash shall be delivered by aggregating all Notes a Holder surrenders for conversion, rather than delivering cash in lieu of fractional ADSs for each individual Note of such Holder surrendered for conversion.

Settlement Upon Conversion; Conversion Procedures. (a) Upon any Subject to this Section 4.02 and Section 4.07, upon conversion of any NoteSecurity, the converting holder may convert up to an aggregate principal amount of its Securities equal to its Pro Rata Portion of the Share Conversion Cap and the Company shall deliver to the converting HoldersHolder, on the third Business Day immediately following the Conversion Datein respect of each $1,000 principal amount of Securities being converted, a number of ADSs shares of Common Stock equal to (A)(i) the aggregate principal amount of Notes to be converted divided by (ii) $1,000, multiplied by (B) the applicable Conversion Rate on the relevant Conversion DateRate, together with cash cash, if applicable, in lieu of any fractional ADSs pursuant to Section 15.02(j); (b) Before any Holder share of a Note shall be entitled to convert the same as set forth above, such Holder shall Common Stock in accordance with subsection (i) in of this Section 4.02 (any settlement of a conversion of Securities pursuant to this sentence shall be deemed to be a “Physical Settlement” for purposes of this Indenture and the Securities, unless the context shall otherwise require). Subject to this Section 4.02 and Section 4.07, the converting holder may also convert up to an aggregate principal amount of its Securities equal to its Pro Rata Portion of the Cash Conversion Cap and the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of a Global Noteeach $1,000 principal amount of Securities being converted, comply with the procedures an amount of the Depositary in effect at that time and, if required, pay funds cash equal to the amount of interestSettlement Amount, including any Additional Interest, if any, payable on the next Interest Payment Date to which such Holder is not entitled as set forth in this Section 15.02(h) and, if required, all transfer or similar taxes or duties for which such Holder is responsible under Section 15.02(e), if any, and 4.02 (ii) in the case any settlement of a Note issued in certificated form, (1) complete and manually sign and deliver an irrevocable notice to the Conversion Agent in the form on the reverse conversion of such certificated Note (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any ADSs, if any, to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, pay funds equal to the amount of interest, including any Additional Interest, if any, payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 15.02(h), and (4) if required, pay all transfer or similar taxes or duties for which such Holder is responsible under Section 15.02(e), if any. The Trustee (and if different, the relevant Conversion Agent) shall notify the Company of any conversion Securities pursuant to this Article 15 on sentence shall be deemed to be a “Cash Settlement” for purposes of this Indenture and the date of such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to Securities, unless the Company in respect of such Notes and not validly withdrawn such Repurchase Notice in accordance with Section 16.03 or Section 16.06, as applicablecontext shall otherwise require). If the Company has designated a Redemption Datereceives Shareholder Approval on any day, a Holder that complies with it shall so notify Holders, the above requirements will be deemed to have delivered a Notice of Tax Redemption Election. (c) A Note shall be deemed to have been converted immediately Trustee and the Conversion Agent prior to the close of business on the date (fourth Business Day following such day; provided that such notice requirement shall be satisfied if the “Conversion Date”) that Company discloses such Shareholder Approval on a Current Report on Form 8-K filed by the Holder has complied with the requirements set forth in Section 15.02(b). The Company shall issue or cause to be issued, and deliver prior to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through fourth Business Day following the Depositary for the number of full ADSs to which such Holder shall be entitled in satisfaction day of such Shareholder Approval and also provides a copy of such filing to the Trustee and the Conversion ObligationAgent. (di) In case any Note shall be surrendered for partial conversionIf the Company is required to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement, the Company shall execute and pay to the Trustee shall authenticate and deliver to or upon the written order converting Holder in respect of the Holder each $1,000 principal amount of the Note so surrendered, without charge to such Holder, a new Note or Notes in authorized denominations Securities being converted cash in an aggregate principal amount equal to the unconverted portion sum of the surrendered NoteDaily Conversion Values for each of the 5 consecutive Trading Days during the related Observation Period (the “Settlement Amount”). (eii) If a Holder submits a Note for conversion, no service charge will The Daily Conversion Values (if applicable) shall be imposed determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Conversion Values, and the Company shall pay all documentary, stamp or similar issue or transfer tax or other duties, if any, that may be imposed by amount of cash payable in lieu of any governmental authority with respect to the issuance of ADSs upon the conversion. Howeverfractional share, the Company, the Trustee or the Conversion Agent may require the Holder to pay a sum sufficient to cover any such tax that is due because the Holder requests any ADSs to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing ADSs being issued in a name other than the Holder’s name until the Trustee or the Conversion Agent, as the case may be, receives such sum. Nothing herein shall preclude any tax withholding or deduction required by law or regulations. (f) Except as provided in Section 15.04, no adjustment shall be made for dividends on any ADSs issued upon the conversion of any Note or the Class A Ordinary Shares represented thereby as provided in this Article. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any and the Conversion Agent (if other than the Trustee. (h) Upon conversion, a Holder shall not receive any additional cash payment for accrued and unpaid interest and any Additional Interest, except as set forth below. The Company’s settlement of the Daily Conversion Obligations as described above shall be deemed to satisfy its obligation to pay Values and the principal amount of the Note and accrued and unpaid interest, including any Additional Interest, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, including any Additional Interest, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the preceding sentence, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on the Regular Record Date will receive the interest, including Additional Interest, if any, cash payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest, including Additional Interest, if any, payable on the Notes so converted; provided, however, that no such payment shall be required (1) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the next Scheduled Trading Date immediately following the corresponding Interest Payment Date, (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the next Scheduled Trading Date immediately following the corresponding Interest Payment Date, (3) to the extent of any Defaulted Interest, if any, existing at the time of conversion with respect to such Notes or (4) if the Notes are surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date. Except as described above, no payment or adjustment will be made for accrued and unpaid interest, including Additional Interest, if any, on converted Notes. (i) The Person in whose name the certificate for any ADSs delivered upon conversion is registered shall be treated as a shareholder of record as of the close of business on the Conversion Date. Upon conversion of Notes, such Person shall no longer be a Holder with respect to such Notes. (j) For each Note surrendered for conversion and converted, any fractional ADSs remaining shall, in each case, be paid in cash. If more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full ADSs that shall be issued upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered. The Company shall not issue fractional ADSs upon conversion of Notes. Instead, the Company shall pay cash in lieu of fractional ADSs based on the Last Reported Sale Price shares of the Company’s ADSs on the relevant Conversion Date (or, if such Conversion Date is not a Trading Day, the next following Trading Day), by the fractional amount and rounding the product to the nearest whole cent. The Company shall determine the number of fractional ADSs for which cash shall be delivered by aggregating all Notes a Holder surrenders for conversion, rather than delivering cash in lieu of fractional ADSs for each individual Note of such Holder surrendered for conversionCommon Stock.