Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. (a) The right of conversion attaching to any Note may be exercised (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and compliance with the applicable conversion procedures of the Depository in effect at that time, (B) if required, paying funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, manually signing and delivering an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, paying funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c).

Exercise of Conversion Privilege. (a) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global SecurityNote, surrender such Notes for conversion by (A) book-entry transfer of transferring such Note to the Conversion Agent through the facilities of the Depository and compliance comply with the applicable conversion procedures of the Depository in effect at that timetime and, (B) if required, paying pay funds equal to Interest interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d14.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 14.09 and (ii) in the case of a Physical SecurityNote, by (A) completing, complete and manually signing sign and delivering deliver an irrevocable written notice to the Conversion Agent in the form Form of Notice of Conversion set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common StockClass A Ordinary Shares, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying pay all transfer or similar taxes, if any, as set forth in Section 5.09 14.09 and (D) if required, paying pay funds equal to Interest interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d14.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock Class A Ordinary Shares upon conversion of the Notes, unless the tax is due because the Holder requests such shares or any portion of Notes not converted to be issued in a name other than the Holder’s name, in which case the Holder shall pay the tax. A Note shall be deemed to have been converted on the date (the The “Conversion Date”) ” is the date that the Holder of a Note has complied with the requirements for conversion of such Note set forth in this Section 5.0314.03(a). If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert not surrender such Note if it for conversion until the Holder validly withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c15.02(c). If a Holder submits its Notes for required repurchase upon a Fundamental Change, the Holder’s right to withdraw the Fundamental Change Repurchase Notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date.

Exercise of Conversion Privilege. (ai) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository Depositary and compliance comply with the applicable conversion procedures of the Depository Depositary in effect at that timetime and, (B) if required, paying pay funds equal to Interest payable on the next Interest Payment Date that such Holder shall receive but to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, complete and manually signing and delivering an irrevocable written sign the notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering deliver such Conversion Notice, which shall be irrevocable, and surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documentsby), at the office of the Conversion Agent, (C) if required, paying furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (DE) if required, paying pay funds equal to Interest payable on the next Interest Payment Date that such Holder shall receive but to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon repurchase in connection with a Fundamental ChangeChange Repurchase Notice or a Specified Date Repurchase Notice, such Holder may only convert such Note only if it withdraws its such Fundamental Change Purchase Repurchase Notice prior to the Fundamental Change Expiration Time, or such Specified Date Repurchase Notice prior to the Specified Repurchase Date Expiration Time, as applicable, in accordance with Section 4.01(c)4.05.

Exercise of Conversion Privilege. In order to exercise the conversion privilege with respect to any Security in definitive form, the Holder of any Security to be converted shall deliver to any officer or at any office or agency maintained by the Company pursuant to Section 9.02, (a) The right written notice to the Company in substantially the form of conversion attaching to any Note may be exercised (i) in the case of a Global Security, by (A) book-entry transfer of such Note notice attached to the Conversion Agent through form of Security attached as Exhibit A hereto at such office or agency that the facilities of Holder elects to convert such Security or, if less than the Depository and compliance with entire principal amount thereof is to be converted, the applicable conversion procedures of the Depository in effect at that timeportion thereof to be converted, (Bb) if required, paying funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying all taxes or dutiesfunds, if any, as set forth in required by this Section 5.09 and 12.02, (iic) in the case if shares or any portion of a Physical Security, by (A) completing, manually signing and delivering an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating in writing therein the principal amount of Notes such Security not to be converted are to be issued in the name of a Person other than the Holder thereof, the name of the Person in which to issue such shares and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying all transfer or similar taxes, if any, required to be paid by the Holder pursuant to Section 12.08, and (d) if all of such Security is being converted, such Security, duly endorsed or assigned to the Company. In order to exercise the conversion privilege with respect to any interest in a global Security, the beneficial owner must complete, or cause to be completed, the appropriate instruction form for conversion pursuant to the depositary’s book-entry conversion program, deliver, or cause to be delivered, by book-entry delivery, an interest in such global Security, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or other agent, and pay the funds, if any, required by this Section 12.02 and any transfer taxes if required pursuant to Section 12.08. As promptly as practicable after satisfaction of the requirements for conversion set forth in Section 5.09 above, the Company shall issue and (D) if required, paying funds equal shall deliver to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp a certificate or similar issue or transfer tax on certificates for the issuance number of any full shares of Common Stock issuable upon the conversion of such Security or portion thereof in accordance with the Notesprovisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion, unless as provided in Section 12.03, and in respect of any Make-Whole Premium. In case any Security of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to Article 2, the tax is due because Company shall execute, and the Holder requests such shares Trustee shall authenticate and deliver to be issued the holder of the Security so surrendered, without charge, a new Security or Securities in a name other than authorized denominations in an aggregate principal amount equal to the Holder’s name, in which case unconverted portion of the Holder shall pay the taxsurrendered Security. A Note Each conversion shall be deemed to have been converted effected as to any such Security (or portion thereof) on the date (the “Conversion Date”) that the Holder has complied with on which the requirements set forth above in this Section 5.0312.02 have been satisfied as to such Security (or portion thereof), and the Person in whose name any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided however that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Rate in effect on the date upon which such Security shall be surrendered. If Any Security or portion thereof surrendered for conversion during the period from the close of business on the record date for any interest payment date to the close of business on the Business Day next preceding the following interest payment date that has not been called for redemption during such period, shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being converted; provided however that no such payment need be made to the extent any overdue interest shall exist at the time of conversion with respect to any such Security or portion thereof. On conversion of a Security, that portion of accrued and unpaid interest, if any, remaining unpaid on such conversion shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of a Note has submitted such Note the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws its Fundamental Change Purchase Notice prior the Security being converted pursuant to the Fundamental Change Expiration Timeprovisions hereof. Except as provided above in this Section 12.02, no payment or other adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such Security as provided in accordance with Section 4.01(cthis Article. Upon the conversion of an interest in a global Security, the Trustee (or other conversion agent appointed by the Company), shall make a notation on such global Security as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Securities effected through any Conversion Agent other than the Trustee.

Exercise of Conversion Privilege. (a) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository Depositary and compliance comply with the applicable conversion procedures of the Depository Depositary in effect at that timetime and, (B) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, complete and manually signing sign and delivering deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c).

Exercise of Conversion Privilege. (a) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and compliance comply with the applicable conversion procedures of the Depository in effect at that timetime and, (B) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, complete and manually signing sign and delivering deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d5 04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c).

Exercise of Conversion Privilege. (a) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and compliance comply with the applicable conversion procedures of the Depository in effect at that timetime and, (B) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, complete and manually signing sign and delivering deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c).

Exercise of Conversion Privilege. (a) The right Before any Holder of conversion attaching a Note shall be entitled to any Note may be exercised convert the same as set forth above, such Holder shall (i) in the case of a Global Security, by (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and compliance comply with the applicable conversion procedures of the Depository in effect at that timetime and, (B) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d) and, (C) if required, paying pay all taxes or duties, if any, as set forth in Section 5.09 and (ii) in the case of a Physical Security, by (A) completing, complete and manually signing sign and delivering deliver an irrevocable written notice to the Conversion Agent in the form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and stating 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 shares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrendering surrender such Note, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, paying pay all transfer or similar taxes, if any, as set forth in Section 5.09 and (D) if required, paying pay funds equal to Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay the tax. A Note shall be deemed to have been converted on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in this Section 5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may only convert such Note if it withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 4.01(c).