EX-4.2



 Exhibit 4.2 

[FORM OF FACE OF MANDATORY CONVERTIBLE PREFERRED SHARE CERTIFICATE] 

[INCLUDE FOR GLOBAL PREFERRED SHARES] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK COMPANY
(“DTC”), TO THE COMPANY OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. 

 

			
	 Certificate Number [    ]
	  	Number of Mandatory Convertible Preferred Shares: [    ]

 CUSIP M8769Q 136 

ISIN IL0062905489 
 TEVA
PHARMACEUTICAL INDUSTRIES LIMITED 
 7.00% Mandatory Convertible Preferred Shares 

(nominal (par) value NIS 0.10 per share) 

(Liquidation Preference as specified below) 

TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company organized under the laws of Israel (the “Company”), hereby certifies that
[            ] (the “Holder”), is the registered owner of [            ] fully paid and non-assessable shares of
the Company’s designated 7.00% Mandatory Convertible Preferred Shares, with a nominal (par) value of NIS 0.10 per share and a Liquidation Preference of US$1,000.00 per share (the “Preferred Shares”). The Preferred Shares
are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Shares represented hereby are and shall in all respects be subject to the provisions of the Company’s Articles of Association, including Exhibit A thereto establishing the terms of the Preferred
Shares, as the same may be amended from time to time (the “Articles of Association”). Capitalized terms used but not defined herein shall have the meaning given them in the Articles of Association. The Company will provide a copy of
the Articles of Association to the Holder without charge upon written request to the Company at its principal place of business. In the case of any conflict between this Certificate and the Articles of Association, the provisions of the Articles of
Association shall control and govern. 
 Reference is hereby made to the provisions of the Preferred Shares set forth on the reverse hereof
and in the Articles of Association, which provisions shall for all purposes have the same effect as if set forth at this place. 
 The
Preferred Shares shall be convertible in the manner and accordance with the terms set forth in the Articles of Association. Cumulative dividends on each Preferred Share shall be payable at the applicable rate provided in this Certificate and the
Articles of Association. 
 Any amendment, alteration or repeal of any provision of terms of the Preferred Shares stipulated in this share
certificate or the Articles of Association so as to adversely affect the special rights, preferences, privileges or voting powers of the Preferred Shares shall require the adoption of a resolution, by a majority of at least three-quarters in voting
power of the Preferred Shares who are present, entitled to vote thereon (if any) and voting thereon, voting together as a single class, given in person or by proxy or by an Authorized Person, at a meeting of holders of Preferred Shares pursuant to
Section 6(b) of Exhibit A to the Articles of Association. 







 Pursuant to Article 23(c) of Exhibit A to the Articles of Association, the Company’s Board
of Directors has established the following supplemental term, which shall apply to the Preferred Shares: In respect of any Mandatory Conversion, a certificate representing the ADSs issuable upon conversion shall be issued and delivered to the
converting Holder or, if the Preferred Shares being converted are in book-entry form, the ADSs issuable upon conversion shall be delivered to the converting Holder through book-entry transfer through the facilities of the Depositary, in each case
together with delivery by the Company to the converting Holder of any cash to which the converting Holder is entitled, on the later of (i) the Mandatory Conversion Date and (ii) the third Business Day immediately succeeding the last day of
the Settlement Period. 
 The Company shall furnish without charge to each Holder who so requests a statement of the designations, voting
rights, preferences, limitations, and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and the authority of the Board of Directors of the Company to fix and determine the designations,
voting rights, preferences, limitations, and special rights of the classes and series of shares of the Company. 
 Upon receipt of this
executed certificate, the Holder is bound by the Articles of Association and is entitled to the benefits thereunder. 
 Unless the Transfer
Agent and Registrar shall have properly countersigned, these Preferred Shares shall not be entitled to any benefit under the Articles of Association or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by two Officers
of the Company this [            ] of [            ] [            ].

  

			
	TEVA PHARMACEUTICAL INDUSTRIES LIMITED
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:
		
	 By:
	 	
		 	  

		 	Name:
		 	Title:



  
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 COUNTERSIGNATURE 

These are the Preferred Shares referred to in the within-mentioned Articles of Association. 

Dated: [            ],
[            ] 
  

			
	 Computershare Trust Company, N.A.,

as Registrar and Transfer Agent

		
	By:	 	
		 	  

		 	Name:
		 	Title:


  
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 [FORM OF REVERSE OF MANDATORY CONVERTIBLE PREFERRED SHARE CERTIFICATE] 

The following are terms of the Preferred Shares, as approved by the Board of Directors of the Company in accordance with the Articles of Association: 

Discount Rate: 3.50% per annum. 
 Dividend Payment Dates:
March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2016, to and including the Mandatory Conversion Date. 

Dividend Rate: 7.00% per annum. 
 Floor Price: US$21.875
(subject to adjustment from time to time in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as set forth in Section 13 of Exhibit A to the Articles of Association). 

Fundamental Change Conversion Rate: The following table sets forth the Fundamental Change Conversion Rate for any Fundamental Change Conversion based on the
Fundamental Change Share Price and Fundamental Change Effective Date applicable to such Fundamental Change, as set forth below: 
  

																																																									
	 Effective date
	 	US$30.00	 	 	US$40.00	 	 	US$50.00	 	 	US$62.50	 	 	US$65.00	 	 	US$70.00	 	 	US$75.00	 	 	US$90.00	 	 	US$120.00	 	 	US$150.00	 	 	US$175.00	 	 	US$200.00	 	 	US$250.00	 	 	US$300.00	 
	 December 8, 2015
	 	 	13.4463	  	 	 	13.6548	  	 	 	13.4014	  	 	 	12.9367	  	 	 	12.8586	  	 	 	12.7288	  	 	 	12.6355	  	 	 	12.5347	  	 	 	12.6693	  	 	 	12.8144	  	 	 	12.8900	  	 	 	12.9402	  	 	 	13.0035	  	 	 	13.0432	  
	 December 15, 2016
	 	 	14.2782	  	 	 	14.4414	  	 	 	14.1414	  	 	 	13.5044	  	 	 	13.3878	  	 	 	13.1874	  	 	 	13.0361	  	 	 	12.8362	  	 	 	12.9004	  	 	 	12.9922	  	 	 	13.0373	  	 	 	13.0679	  	 	 	13.1088	  	 	 	13.1357	  
	 December 15, 2017
	 	 	15.0717	  	 	 	15.2267	  	 	 	15.0094	  	 	 	14.1982	  	 	 	14.0177	  	 	 	13.6925	  	 	 	13.4394	  	 	 	13.1063	  	 	 	13.1125	  	 	 	13.1532	  	 	 	13.1747	  	 	 	13.1906	  	 	 	13.2128	  	 	 	13.2277	  
	 December 15, 2018
	 	 	16.0000	  	 	 	16.0000	  	 	 	16.0000	  	 	 	16.0000	  	 	 	15.3846	  	 	 	14.2857	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  	 	 	13.3333	  

 The exact Fundamental Change Share Price and Fundamental Change Effective Date may not be set forth in the above table, in
which case: 
  

	(1)	if the Fundamental Change Share Price falls between two Fundamental Change Share Price amounts in the table above, or if the Fundamental Change Effective Date falls between two Fundamental Change Effective Dates in the
table above, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Fundamental Change Share Price amounts and the two Fundamental
Change Effective Dates based on a 365-day year, as applicable; 

  

	(2)	if the Fundamental Change Share Price is in excess of US$300.00 per Preferred Share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Share Price in accordance with the
provisions of Section 13(c)(iv) of Exhibit A to the Articles of Association), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate; and 


 

	(3)	if the Fundamental Change Share Price is less than US$30.00 per Preferred Share (subject to adjustment in the same manner as adjustments are made to the Fundamental Change Share Price in accordance with the provisions
of Section 13(c)(iv) of Exhibit A to the Articles of Association), then the Fundamental Change Conversion Rate shall be the Maximum Conversion Rate. 


  
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	 	The Fundamental Change Share Prices are subject to adjustment in accordance with the provisions of Section 13(c)(iv) of Exhibit A to the Articles of Association. The Fundamental Change Conversion Rates are subject
to adjustment in the same manner as each Fixed Conversion Rate as set forth in Section 13 of Exhibit A to the Articles of Association. 


Mandatory Conversion Date: December 15, 2018. 
 Maximum
Conversion Rate: 16.0000. 
 Minimum Conversion Rate: 13.3333. 

Record Dates: With respect to any Dividend Payment Date, the March 1, June 1, September 1 or December 1 immediately preceding
the applicable March 15, June 15, September 15 or December 15 Dividend Payment Date, respectively. These Record Dates shall apply regardless of whether a particular Record Date is a Business Day. 

Reference Price: US$62.50. 
 Threshold Appreciation Price:
US$75.00, as may be adjusted from time to time in a manner inversely proportional to each Fixed Conversion Rate as set forth in Section 13 of Exhibit A to the Articles of Association. 

If the Company issues ADSs to Holders of Preferred Shares in payment of dividends upon conversion of such shares, the Company will issue a number of ADSs
based on the value of the dividend that such Holders would have received (pursuant to the Preferred Shares conversion mechanisms described in Exhibit A to the Articles of Association), less the withholding tax had the dividend been distributed fully
in cash. 

  
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 NOTICE OF CONVERSION 

(To be Executed by the Holder 
 in
order to Convert the Preferred Shares) 
 The undersigned hereby irrevocably elects to convert (the “Conversion”)
[            ] shares of 7.00% Mandatory Convertible Preferred Shares (the “Preferred Shares”), of Teva Pharmaceutical Industries Limited (hereinafter called the
“Company”), represented by share certificate No(s). [            ] (the “Preferred Share Certificates”), into American Depositary Shares, each one
representing one ordinary share, nominal (par) value NIS 0.10 per share, of the Company (“ADSs”) according to the conditions of the Company’s Articles of Association, including Exhibit A thereto establishing the terms of
the Preferred Shares (the “Articles of Association”), as of the date written below. If ADSs are to be issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto, if any. Each Preferred Share Certificate (or evidence of loss, theft or destruction thereof) is attached hereto. 

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Articles of Association. 

 

			
	 Date of
conversion:                                       
                                         
                                         
                   
	 	
		
	 Applicable conversion
rate:                                        
                                         
                                         
     
	 	
		
	 Number of shares of Preferred Shares to be
converted:                                       
                                         
    
	 	
		
	 Number of ADSs to be issued upon
conversion:*                                       
                                         
             
	 	
		
	
Signature:                       
                                         
                                         
                                         
          
	 	
		
	
Name:                        
                                         
                                         
                                         
               
	 	
		
	
Address:**                       
                                         
                                         
                                         
         
	 	
		
	 Fax
no.:                                        
                                         
                                         
                                      
	 	

  
  

	 	*	The Company is not required to issue ADSs until the original Preferred Share Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or the Conversion and Dividend
Disbursing Agent. 

  

	 	**	Address where ADSs and any other payments or certificates shall be sent by the Company. 


  
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 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned assigns and transfers the Preferred Shares evidenced hereby to: 

 
  
  

 
 (Insert assignee’s social
security or taxpayer identification number, if any) 
  
  

 
  

(Insert address and zip code of assignee) 
 and
irrevocably appoints: 
  
  

 
  

as agent to transfer the Preferred Shares evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her. 

Date: 
  

			
	 Signature: 
	 	  


 (Sign exactly as your name appears on the other side of this Certificate) 

 

			
	 Signature Guarantee: 
	 	  


 (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker,
savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) 

  
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 Schedule I1

TEVA PHARMACEUTICAL INDUSTRIES LIMITED 

7.00% Mandatory Convertible Preferred Shares 

(nominal (par) value NIS 0.10 per share) 

Certificate Number: [    ] 
 The number of
Preferred Shares initially represented by this Global Preferred Share shall be [    ]. Thereafter the Transfer Agent and Registrar shall note changes in the number of Preferred Shares evidenced by this Global Preferred Share in
the table set forth below: 
  

							
	 Amount of Decrease in Number of

Shares Represented by this Global
Preferred Share
	  	 Amount of Increase in Number of
Shares Represented by this
Global Preferred Share
	  	 Number of Shares Represented
by this Global Preferred Share
following Decrease or
Increase
	  	 Signature of Authorized Officer
of Transfer Agent and Registrar

		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
	 	  	 	  	 	  	 


	1 	Attach Schedule I only to Global Preferred Shares. 


  
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