SCHEDULE 2 : TERMS AND CONDITIONS OF THE CONVERTIBLE LOAN NOTES
The terms and conditions of the Convertible Loan Notes are as follows:
The following terms used in these terms and conditions shall, unless the context otherwise requires, bear the following meanings:
ADS means an American Depositary Share representing fifteen Shares;
Affiliate means, with respect to any person, any other person directly or indirectly controlling, controlled by or under
common control with such person (as used in this definition, control (including, with its correlative meanings, controlled by and under common control with) shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise);
Loan Note Certificate means a registered form certificate representing the Convertible Loan Notes;
Business Day any calendar day other than Saturday, Sunday or any other days on which banks are authorised to close in London
(United Kingdom) and New York City (United States);
Capitalised Interest means interest that has accrued on the
Convertible Loan Notes at the Interest Rate and that has been capitalised in accordance with Condition 4, and shall include compounded interest;
Conversion Notice means the conversion notice to be sent to the Issuer by the Holder substantially in the form set out in
Schedule 3 of the Loan Note Certificate in order to convert the Convertible Loan Notes;
Conversion Price means, on the
Issue Date, U.S.$6.50, but subject to adjustment in accordance with Condition 6.3.
Conversion ADSs means the ADSs of
the Issuer having the same rights and privileges as all of the other outstanding ADSs of the Issuer as at the date of the conversion of the Convertible Loan Notes, reserved exclusively and irrevocably to the conversion of the Convertible Loan Notes;
Convertible Loan Notes means the Issuers convertible Loan Notes, represented by a Loan Note Certificate that is
registered in the name of the Holder of the Convertible Loan Notes from time to time, to which these terms and conditions relate;
GAAP means generally accepted accounting principles in the United States;
Governmental Authority means any: (i) nation, state, commonwealth, province, territory, county, municipality, district
or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; or (iii) governmental or quasi-governmental authority of any nature including any governmental division, department, agency,
commission, instrumentality, official, ministry, fund, foundation, centre, organisation, unit or body and any court, arbitrator or other tribunal;
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