At any time following the occurrence of a Change of Control, the Holder of each Note will have the right, at such Holder’s option, to require the Issuer to redeem all but not some only of that Holder’s Notes on the Change of Control Put Date at their principal amount, together with accrued and unpaid interest (if any) up to, but excluding the Change of Control Put Date.

A “Change of Control” occurs when:
(i) any Person or Persons acting together acquires Control of the Guarantor if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Guarantor on the Issue Date;
(ii) the Guarantor consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Guarantor or the successor entity; or
(iii) one or more Persons acquires the beneficial ownership of all or substantially all of the Guarantor’s issued share capital;

“Control” means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Guarantor or the right to appoint and/or remove all or the majority of the members of the Guarantor’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise and the terms “Controlling” and “Controlled” shall have meanings correlative to the foregoing;