Common use of Tender Offers or Exchange Offers Clause in Contracts

Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock (other than an odd lot tender offer), to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended), the Conversion Rate will be increased based on the following formula: CR1 = CR0 x AC + (SP1 x OS1) OS0 x SP1 where CR0 = the Conversion Rate in effect immediately prior to the Expiration Time; CR1 = the Conversion Rate in effect immediately after the Expiration Time; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “Expiration Time”) on the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period (the “Averaging Period”) commencing on the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to the Conversion Rate pursuant to this ‎Section 10.05(e) will be calculated as of the Close of Business on the last Trading Day of the Averaging Period but will be given effect as of immediately after the Expiration Time, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or the last Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Averaging Period until the third (3rd) Business Day after the last day of the Averaging Period.

Tender Offers or Exchange Offers. If the Company Parent or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock Shares that is subject to the then-applicable tender offer rules under the Exchange Act (other than an odd lot tender offeroffer that satisfies the requirements of Rule 13e-4(h)(5), or any successor rule), to the extent that the cash and value of any consideration other consideration than cash (as determined by Parent’s Board of Directors in good faith) included in the payment per share Common Share exceeds the average of Common Stock exceeds the Last Reported Sale Price of the Common Stock on Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended)offer, the Conversion Exchange Rate will be increased based on the following formula: CR1 = CR0 x AC + (SP1 x OS1) OS0 x SP1 where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; AC = the aggregate value value, on the date such tender or exchange offer expires, of all cash and any other consideration (as determined by the Parent’s Board of DirectorsDirectors in good faith) paid or payable for shares Common Shares purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding Shares in issue immediately prior to the time (the “Expiration Time”) Close of Business on the date such tender offer or exchange offer expires (prior to giving effect to the purchase of all shares Common Shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding Shares in issue immediately after the Expiration Time Close of Business on the date such tender offer or exchange offer expires (after giving effect to the purchase of all shares Common Shares accepted for purchase or exchange in such tender offer or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the Common Stock Shares over the 10 consecutive Trading Day period (the “Averaging Period”) commencing on on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to the Conversion Exchange Rate pursuant to this ‎Section 10.05(e) under the preceding paragraph will be calculated as of occur at the Close of Business on the last 10th Trading Day of immediately following, and including, the Averaging Period but will be given effect as of immediately after Trading Day next succeeding the Expiration Time, with retroactive effect. The Company shall delay the settlement date such tender offer or exchange offer expires; provided that (x) in respect of any conversion exchange of Notes where for which Physical Settlement is applicable, if the Conversion relevant Exchange Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to with respect to 10 Trading Days (or the 10th Trading Day) in the case preceding paragraph shall be deemed replaced with such lesser number of Physical SettlementTrading Days as have elapsed between the expiration date of such tender or exchange offer and such Exchange Date in determining the exchange rate and (y) or the last Trading Day in respect of the applicable Observation Period (in the case any exchange of Notes for which Cash Settlement or Combination SettlementSettlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender offer or exchange offer, references with respect to 10 Trading Days (or the 10th Trading Day) occurs during shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Averaging Period until expiration date of such tender offer or exchange offer and the third (3rd) Business Exchange Date in determining the Exchange Rate. In addition, if the Trading Day next succeeding the date such tender offer or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references in the preceding paragraph to 10 Trading Days (or the 10th Trading Day) shall be deemed to be replaced, solely in respect of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last day VWAP Trading Day of such Observation Period. If the Parent or one of its Subsidiaries is obligated to purchase Ordinary shares pursuant to any such tender offer or exchange offer described in this Section 7.05(e) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the applicable Exchange Rate will be readjusted to be the Exchange Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the Averaging Periodpurchases that have been effected.

Tender Offers or Exchange Offers. If the Company Guarantor or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock Ordinary Shares that is subject to the then-applicable tender offer rules under the Exchange Act (other than an odd lot tender offeroffer that satisfies the requirements of Rule 13e-4(h)(5), or any successor rule), to the extent that the cash and value of any consideration other consideration than cash (as determined by the Issuer in good faith) included in the payment per share Ordinary Share exceeds the average of Common Stock exceeds the Last Reported Sale Price of the Common Stock on Ordinary Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended)offer, the Conversion Exchange Rate will be increased based on the following formula: CR1 ER1 = CR0 x ER0 × AC + (SP1 x × OS1) OS0 x × SP1 where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; AC = the aggregate value value, on the date such tender or exchange offer expires, of all cash and any other consideration (as determined by the Board of DirectorsIssuer in good faith) paid or payable for shares Ordinary Shares purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding Ordinary Shares in issue immediately prior to the time (the “Expiration Time”) Close of Business on the date such tender offer or exchange offer expires (prior to giving effect to the purchase of all shares Ordinary Shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding Ordinary Shares in issue immediately after the Expiration Time Close of Business on the date such tender offer or exchange offer expires (after giving effect to the purchase of all shares Ordinary Shares accepted for purchase or exchange in such tender offer or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the Common Stock Ordinary Shares over the 10 consecutive Trading Day period (the “Averaging Period”) commencing on on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to the Conversion Exchange Rate pursuant to this ‎Section 10.05(e) under the preceding paragraph will be calculated as of occur at the Close of Business on the last 10th Trading Day of immediately following, and including, the Averaging Period but will be given effect as of immediately after Trading Day next succeeding the Expiration Time, with retroactive effect. The Company shall delay the settlement date such tender offer or exchange offer expires; provided that (x) in respect of any conversion exchange of Notes where for which Physical Settlement is applicable, if the Conversion relevant Exchange Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to with respect to 10 Trading Days (or the 10th Trading Day) in the case preceding paragraph shall be deemed replaced with such lesser number of Physical SettlementTrading Days as have elapsed between the expiration date of such tender or exchange offer and such Exchange Date in determining the exchange rate and (y) or the last Trading Day in respect of the applicable Observation Period (in the case any exchange of Notes for which Cash Settlement or Combination SettlementSettlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender offer or exchange offer, references with respect to 10 Trading Days (or the 10th Trading Day) occurs during shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Averaging Period until expiration date of such tender offer or exchange offer and the third (3rd) Business Exchange Date in determining the Exchange Rate. In addition, if the Trading Day next succeeding the date such tender offer or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references in the preceding paragraph to 10 Trading Days (or the 10th Trading Day) shall be deemed to be replaced, solely in respect of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last day VWAP Trading Day of such Observation Period. If the Guarantor or one of its Subsidiaries is obligated to purchase Ordinary shares pursuant to any such tender offer or exchange offer described in this Section 7.05(e) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the applicable Exchange Rate will be readjusted to be the Exchange Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the Averaging Periodpurchases that have been effected.

Tender Offers or Exchange Offers. If the Company Guarantor or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock Ordinary Shares that is subject to the then-applicable tender offer rules under the Exchange Act (other than an odd lot tender offeroffer that satisfies the requirements of Rule 13e-4(h)(5), or any successor rule), to the extent that the cash and value of any consideration other consideration than cash (as determined by the Issuer in good faith) included in the payment per share Ordinary Share exceeds the average of Common Stock exceeds the Last Reported Sale Price of the Common Stock on Ordinary Shares over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended)offer, the Conversion Exchange Rate will be increased based on the following formula: CR1 ER1 = CR0 x ER0 × AC + (SP1 x OS1) OS0 x SP1 where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Expiration TimeClose of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the date such tender offer or exchange offer expires; AC = the aggregate value value, on the date such tender or exchange offer expires, of all cash and any other consideration (as determined by the Board of DirectorsIssuer in good faith) paid or payable for shares Ordinary Shares purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding Ordinary Shares in issue immediately prior to the time (the “Expiration Time”) Close of Business on the date such tender offer or exchange offer expires (prior to giving effect to the purchase of all shares Ordinary Shares accepted for purchase or exchange in such tender offer or exchange offer); OS1 = the number of shares of Common Stock outstanding Ordinary Shares in issue immediately after the Expiration Time Close of Business on the date such tender offer or exchange offer expires (after giving effect to the purchase of all shares Ordinary Shares accepted for purchase or exchange in such tender offer or exchange offer); and SP1 = the average of the Last Reported Sale Prices of the Common Stock Ordinary Shares over the 10 consecutive Trading Day period (the “Averaging Period”) commencing on on, and including, the Trading Day next succeeding the date such tender or exchange offer expires. The adjustment to the Conversion Exchange Rate pursuant to this ‎Section 10.05(e) under the preceding paragraph will be calculated as of occur at the Close of Business on the last 10th Trading Day of immediately following, and including, the Averaging Period but will be given effect as of immediately after Trading Day next succeeding the Expiration Time, with retroactive effect. The Company shall delay the settlement date such tender offer or exchange offer expires; provided that (x) in respect of any conversion exchange of Notes where for which Physical Settlement is applicable, if the Conversion relevant Exchange Date occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to with respect to 10 Trading Days (or the 10th Trading Day) in the case preceding paragraph shall be deemed replaced with such lesser number of Physical SettlementTrading Days as have elapsed between the expiration date of such tender or exchange offer and such Exchange Date in determining the exchange rate and (y) or the last Trading Day in respect of the applicable Observation Period (in the case any exchange of Notes for which Cash Settlement or Combination SettlementSettlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the expiration date of any tender offer or exchange offer, references with respect to 10 Trading Days (or the 10th Trading Day) occurs during shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Averaging Period until expiration date of such tender offer or exchange offer and the third (3rd) Business Exchange Date in determining the Exchange Rate. In addition, if the Trading Day next succeeding the date such tender offer or exchange offer expires is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references in the preceding paragraph to 10 Trading Days (or the 10th Trading Day) shall be deemed to be replaced, solely in respect of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the date such tender or exchange offer expires to, and including, the last day VWAP Trading Day of such Observation Period. If the Guarantor or one of its Subsidiaries is obligated to purchase Ordinary shares pursuant to any such tender offer or exchange offer described in this Section 7.05(e) but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the applicable Exchange Rate will be readjusted to be the Exchange Rate that would then be in effect if such tender offer or exchange offer had not been made or had been made only in respect of the Averaging Periodpurchases that have been effected.