Common use of The Underlying Securities Clause in Contracts

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable reserved for issuance upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-non assessable, and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive or similar rightsrights granted by the Company or provided for under applicable law or the Company’s certificate of incorporation or bylaws; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock of the Company has been duly authorized by the Company and validly reserved for issuance and, upon the exercise of the Rights in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, The outstanding shares of Common Stock or a combination thereof in accordance with the terms of the SecuritiesCompany have been duly authorized and validly issued and are fully paid and non-assessable; the maximum number of Underlying Securities issuable upon conversion of the Securities have been duly authorized and reserved the Company’s board of directors has duly adopted a resolution to reserve for issuance and will at all times require the Company to reserve and keep available for issuance the number of shares of Common Stock as may be issuable upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Indenture; the Underlying Securities, when issued and delivered upon conversion of the Securities in accordance with the Indenture, will be validly issued, fully paid and non-assessablenonassessable, will be issued in compliance with all United States federal and state securities laws and, except as waived prior to the date hereof, the issuance of the maximum number of Underlying Securities will not be subject to any preemptive rights, rights of first refusal or similar rights; . Neither the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement filing of the Company enforceable against Registration Statement nor the Company in accordance with its termsoffering or sale of the Securities and Underlying Securities as contemplated by this Agreement gives rise to any rights, subject other than those which have been waived or satisfied, for or relating to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance registration of any Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms shares of the Rights Agreement, will be validly issued, fully paid and non-assessableCommon Stock.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable reserved for issuance upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, the Indenture and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Operating Agreement, will be validly issued, fully paid and non-assessable, the issuance of the Underlying Securities will not be subject to any preemptive or similar rights and the holders of the Underlying Securities shall not be obligated personally for any of the debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being a member of the Company and are not liable under the LLC Act or the Operating Agreement to make any capital contributions or other payments to the Company with respect to the Underlying Securities (however, a holder of Underlying Securities may be obligated to repay any funds wrongfully distributed to it by the Company and to make other payments under the Operating Agreement, all as described in the Preliminary Prospectus and the Prospectus under the caption “Description of Shares”).

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock Underlying Securities or a combination thereof of cash and Underlying Securities, at the Company’s election in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities by all necessary corporate action and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-non assessable, and the issuance of the maximum number of any Underlying Securities will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when and to the extent any Rights are issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Cumulative Preferred Stock of the Company has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable upon conversion shares of the Securities have been duly authorized and Common Stock reserved for issuance upon conversion of the Securities (including the maximum number of shares of Common Stock that may be issued upon conversion of the Securities in connection with a “make-whole fundamental change as defined in the “Description of notes” section of the Preliminary Offering Memorandum” (the “Maximum Underlying Shares”)) have been duly authorized and reserved and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, will be validly issued, fully paid and non-assessable, nonassessable; and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive rights, rights of first refusal, registration rights or similar rights; the Rights Agreement has been duly authorized, executed rights and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject will conform to the Enforceability Exceptions; description thereof contained in the Time of Sale Information and the Rights have been duly authorized by the Company and, when issued upon issuance of any Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessableOffering Memorandum.

The Underlying Securities. Upon issuance issuance, authentication and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, Underlying Securities or a combination thereof, subject to certain conditions set forth in, and in accordance with the terms of, the Securities and the Indenture; a number of Underlying Securities equal to the maximum number of shares of Common Stock or a combination thereof initially issuable upon conversion of the Securities (as such number may be adjusted in accordance with the terms of the Securities; Securities and the Indenture, assuming that the maximum number increase to the conversion rate under any “make-whole” adjustment applies, the “Maximum Number of Underlying Securities issuable upon conversion of the Securities have Securities”) has been duly authorized and reserved for issuance upon conversion of the Securities by all necessary corporate action and, when issued upon conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, such Underlying Securities will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim; and the issuance of the maximum number of such Underlying Securities will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable upon conversion shares of the Securities have been duly authorized and Common Stock reserved for issuance upon conversion of the Securities (including the maximum number of shares of Common Stock that may be issued upon conversion of the Securities in connection with a “make-whole fundamental change as defined in the “Description of Notes” section of the Preliminary Offering Memorandum” (the “Maximum Underlying Shares”)) have been duly authorized and reserved and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the SecuritiesSecurities and the Indenture, will be validly issued, fully paid and non-assessable, nonassessable; and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive rights, rights of first refusal, registration rights or similar rights; the Rights Agreement has been duly authorized, executed rights and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject will conform to the Enforceability Exceptions; description thereof contained in the Time of Sale Information and the Rights have been duly authorized by the Company and, when issued upon issuance of any Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessableOffering Memorandum.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable reserved for issuance upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has Shares have been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof ADSs representing Ordinary Shares in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable Ordinary Shares underlying the ADSs to be issued upon conversion of the Securities have been duly authorized and reserved may be freely deposited by the Company with the Depositary against issuance of ADSs; the maximum number of Ordinary Shares for issuance upon conversion of the Securities andSecurities, including in connection with a make-whole fundamental change, have been duly reserved and authorized and when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable, and the issuance of the maximum number of Underlying Securities Ordinary Shares will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the IndentureIndentures, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof ADSs representing Ordinary Shares in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable Ordinary Shares underlying the ADSs to be issued upon conversion of the Securities have been duly authorized and reserved may be freely deposited by the Company with the Depositary against issuance of ADSs; the maximum number of Ordinary Shares for issuance upon conversion of the Securities andSecurities, including in connection with a make-whole fundamental change, have been duly reserved and authorized and when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-non assessable, and the issuance of the maximum number of Underlying Securities Ordinary Shares will not be subject to any preemptive or similar rights; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions; and the Rights have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, will be validly issued, fully paid and non-assessable.

The Underlying Securities. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into cash, shares of Common Stock or a combination thereof the Underlying Securities in accordance with the terms of the Securities; the maximum number of Underlying Securities issuable reserved for issuance upon conversion of the Securities have been duly authorized and reserved for issuance upon conversion of the Securities and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-non assessable, and the issuance of the maximum number of Underlying Securities will not be subject to any preemptive or similar rightsrights granted by the Company or provided for under applicable law or the Company’s certificate of incorporation or bylaws, and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; the Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to the Enforceability Exceptionsenforceability; and the Rights Series C Junior Participating Preferred Stock have been duly authorized by the Company and, when issued upon issuance of any the Underlying Securities, will be validly issued, and the Series A Junior Participating Preferred Stock has Rights have been duly authorized by the Company and validly reserved for issuance upon the exercise in accordance with the terms of the Rights Agreement, Agreement and will be validly issued, fully paid and non-assessable.