Common use of Exercise of Conversion Privilege Clause in Contracts

Exercise of Conversion Privilege. (a) 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, surrender such Notes for conversion by transferring such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 and (ii) in the case of a Physical Note, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the 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 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 Class A Ordinary Shares, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in Section 14.09 and (D) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any 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. 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 14.03(a). If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender such Note for conversion until the Holder validly withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(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. (a) 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 NoteSecurity, surrender such Notes for conversion by transferring transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, 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 14.04(d5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (D) if required, 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 14.04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock 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. The A Note shall be deemed to have been converted on the date (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 14.03(a)5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender only convert such Note for conversion until the Holder validly if it withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(c4.01(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. 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) Before any written notice to the Company in substantially the form of conversion notice attached to the form of Security attached as Exhibit A hereto at such office or agency that the Holder of a Note shall be entitled elects to convert the same as set forth above, such Holder shall (i) in the case of a Global Note, surrender such Notes for conversion by transferring such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time andSecurity or, if requiredless than the entire principal amount thereof is to be converted, pay funds equal the portion thereof to interest payable on be converted, (b) the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d) and, if required, pay all taxes or dutiesfunds, if any, as set forth in required by this Section 14.09 and (ii) in the case of a Physical Note12.02, (Ac) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the Form if shares or any portion 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 shall state 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 Class A Ordinary Shares, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in required to be paid by the Holder pursuant to Section 14.09 12.08, and (Dd) if requiredall of such Security is being converted, pay funds equal such Security, duly endorsed or assigned to the Company. In order to exercise the conversion privilege with respect to any interest payable on in a global Security, the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d). The Company shall pay any documentarybeneficial owner must complete, stamp or similar issue or transfer tax on the issuance of any 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 cause to be issued 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 a name such global Security, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or other than the Holder’s nameagent, in which case the Holder shall and pay the taxfunds, if any, required by this Section 12.02 and any transfer taxes if required pursuant to Section 12.08. The “Conversion Date” is the date that the Holder As promptly as practicable after satisfaction of a Note has complied with the requirements for conversion set forth above, the Company shall issue and shall deliver to such Holder a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Note Security or portion thereof in accordance with the provisions 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, 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 Company shall execute, and the Trustee shall authenticate and deliver to the holder of the Security so surrendered, without charge, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Security. Each conversion shall be deemed to have been effected as to any such Security (or portion thereof) on the date on which the requirements set forth above in this Section 14.03(a12.02 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 the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender such Note Any Security or portion thereof surrendered for conversion until during the Holder validly withdraws its Fundamental Change Purchase Notice prior period from the close of business on the record date for any interest payment date to the Fundamental Change Expiration Time, in accordance with Section 15.02(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 next preceding the relevant Fundamental Change Repurchase Datefollowing 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 the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the provisions 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 this 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) Before The right of conversion attaching to any Holder of a Note shall may be entitled to convert the same as set forth above, such Holder shall exercised (i) in the case of a Global NoteSecurity, surrender such Notes for conversion by transferring (A) book-entry transfer of such Note to the Conversion Agent through the facilities of the Depository and comply compliance with the applicable conversion procedures of the Depository in effect at that time andtime, (B) if required, pay paying funds equal to interest Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d5.04(d) and, (C) if required, pay paying all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, by (A) complete completing, manually signing and manually sign and deliver delivering an irrevocable written notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) at the office of the Conversion Agent and shall state 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) surrender 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, pay paying all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (D) if required, pay paying funds equal to interest Interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock 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. The A Note shall be deemed to have been converted on the date (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 14.03(a)5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender only convert such Note for conversion until the Holder validly if it withdraws its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(c4.01(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. (a) 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 NoteSecurity, surrender such Notes for conversion by transferring transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, 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 14.04(d5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (D) if required, 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 14.04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares or any portion of Notes not converted to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. The A Note shall be deemed to have been converted on the date (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 14.03(a)5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender only convert such Note for conversion until the Holder validly withdraws if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(c4.01(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. (a) 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 NoteSecurity, surrender such Notes for conversion by transferring transfer such Note to the Conversion Agent through the facilities of the Depository and comply with the applicable conversion procedures of the Depository in effect at that time and, if required, 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 14.04(d5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (D) if required, 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 14.04(d5 04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares or any portion of Notes not converted to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. The A Note shall be deemed to have been converted on the date (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 14.03(a)5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender only convert such Note for conversion until the Holder validly withdraws if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(c4.01(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) 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 NoteSecurity, surrender such Notes for conversion by transferring transfer such Note to the Conversion Agent through the facilities of the Depository Depositary and comply with the applicable conversion procedures of the Depository Depositary in effect at that time and, if required, pay funds equal to interest 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 14.04(d5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, (A) complete and manually sign and deliver an irrevocable written the notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, furnish appropriate endorsements and transfer documents, (D) if required, pay all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (DE) if required, pay funds equal to interest 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 14.04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares or any portion of Notes not converted to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. The A Note shall be deemed to have been converted on the date (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 14.03(a)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 not surrender convert such Note for conversion until the Holder validly 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 15.02(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 Date4.05.

Exercise of Conversion Privilege. (a) 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 NoteSecurity, surrender such Notes for conversion by transferring transfer such Note to the Conversion Agent through the facilities of the Depository Depositary and comply with the applicable conversion procedures of the Depository Depositary in effect at that time and, if required, 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 14.04(d5.04(d) and, if required, pay all taxes or duties, if any, as set forth in Section 14.09 5.09 and (ii) in the case of a Physical NoteSecurity, (A) complete and manually sign and deliver an irrevocable written notice to the Conversion Agent in the Form of Notice of Conversion form set forth in Exhibit A hereto (or a facsimile thereof) (a “Conversion Notice”) 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 Class A Ordinary Sharesshares of Common Stock, if any, to be delivered upon settlement of the conversion obligation to be registered, (B) 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, pay all transfer or similar taxes, if any, as set forth in Section 14.09 5.09 and (D) if required, 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 14.04(d5.04(d). The Company shall pay any documentary, stamp or similar issue or transfer tax on the issuance of any Class A Ordinary Shares shares of Common Stock upon conversion of the Notes, unless the tax is due because the Holder holder requests such shares or any portion of Notes not converted to be issued in a name other than the Holderholder’s name, in which case the Holder holder shall pay the tax. The A Note shall be deemed to have been converted on the date (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 14.03(a)5.03. If the Holder of a Note has submitted such Note for purchase upon a Fundamental Change, such Holder may not surrender only convert such Note for conversion until the Holder validly withdraws if it withdraw its Fundamental Change Purchase Notice prior to the Fundamental Change Expiration Time, in accordance with Section 15.02(c4.01(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.