Common use of Adjustment for Company Tender Offer Clause in Contracts

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Fixed Settlement Rates shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates in effect immediately prior to the effectiveness of the Fixed Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Fixed Settlement Rates Rate shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates Rate in effect immediately prior to the effectiveness of the Fixed Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of In case a tender or exchange offer, other than an odd-lot offer, offer after the Issue Date of the Securities made by the Company or any of its subsidiaries Subsidiary for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company all or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization portion of the Ordinary Shares on shall expire and such tender or exchange offer (as amended upon the expiration date thereof) shall require the payment to stockholders of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the tender offer, the Fixed Settlement Rates shall be increased so Board of Directors) that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates in effect immediately prior to the effectiveness as of the Fixed Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the "“Expiration Time"”) multiplied by exceeds the current market value per Closing Sale Price of an Ordinary Share on the Trading Day on the NYSE trading day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time and by a fraction of which (a) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, accepted up to any such maximum, being referred to as the "“Purchased Shares"”) and (y) the product of the number of Ordinary Shares outstanding (less any Purchased Shares) at the Expiration Time and the current market value per Closing Sale Price of an Ordinary Share on the Trading Day trading day next succeeding the Expiration Time and (b) the denominator shall be the number of Ordinary Shares outstanding (including any Purchased shares) at the Expiration Time multiplied by the Closing Sale Price of an Ordinary Share on the NYSE trading day next succeeding the Expiration Time, such increase to . The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

Adjustment for Company Tender Offer. If, after the date Issue Date of this Agreementthe Securities, the Company or any subsidiary Subsidiary of the Company pays holders of the Ordinary Shares Common Stock in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries Subsidiaries for Ordinary Shares Common Stock to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries Subsidiaries for shares of Ordinary Shares Common Stock consummated within the preceding 12 months not triggering a Settlement Conversion Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares Common Stock made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends)not triggering a Conversion Rate adjustment in each case, exceeds an amount equal to 12.510.0% of the market capitalization of the Ordinary Shares Common Stock on the expiration date of the tender offer, the Fixed Settlement Rates Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates Conversion Rate in effect immediately prior to the effectiveness of the Fixed Settlement Conversion Rate increase contemplated by this Section 5.6(a)(5) 10.09 by a fraction of which the denominator shall be the number of Ordinary Shares shares of Common Stock outstanding (including any tendered or exchanged shares) at the last time tenders or of exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value Sale Price per Ordinary Share share of Common Stock on the Trading Day trading day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares shares of Common Stock (less any Purchased Shares) at the Expiration Time and the current market value Sale Price per Ordinary Share share of Common Stock on the Trading Day trading day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date Issue Date of this Agreementthe Securities, the Company or any subsidiary Subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries Subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries Subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Conversion Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends)not triggering a Conversion Rate adjustment in each case, exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Fixed Settlement Rates Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates Conversion Rate in effect immediately prior to the effectiveness of the Fixed Settlement Conversion Rate increase contemplated by this Section 5.6(a)(5) 12.9 by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date Issue Date of this Agreementthe Securities, the Company or any subsidiary Subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries Subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries Subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Conversion Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends)not triggering a Conversion Rate adjustment in each case, exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Fixed Settlement Rates Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates Conversion Rate in effect immediately prior to the effectiveness of the Fixed Settlement Conversion Rate increase contemplated by this Section 5.6(a)(5) 10.9 by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or of exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value Market Value per Ordinary Share on the Trading Day trading day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value Market Value per Ordinary Share on the Trading Day trading day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Ordinary Shares in respect of In case a tender or exchange offer, other than an odd-lot offer, offer after the Issue Date of the Securities made by the Company or any of its subsidiaries Subsidiary for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company all or any of its subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 12.5% of the market capitalization portion of the Ordinary Shares on shall expire and such tender or exchange offer (as amended upon the expiration date thereof) shall require the payment to stockholders of consideration per Ordinary Share having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the tender offer, the Fixed Settlement Rates shall be increased so Board of Directors) that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates in effect immediately prior to the effectiveness as of the Fixed Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) (the "Expiration Time") multiplied by exceeds the current market value per Closing Sale Price of an Ordinary Share on the Trading Day on the NYSE trading day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time and by a fraction of which (a) the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, accepted up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares outstanding (less any Purchased Shares) at the Expiration Time and the current market value per Closing Sale Price of an Ordinary Share on the Trading Day trading day next succeeding the Expiration Time and (b) the denominator shall be the number of Ordinary Shares outstanding (including any Purchased shares) at the Expiration Time multiplied by the Closing Sale Price of an Ordinary Share on the NYSE trading day next succeeding the Expiration Time, such increase to . The adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

Adjustment for Company Tender Offer. If, after the date Issue Date of this Agreementthe Securities, the Company or any subsidiary Subsidiary of the Company pays holders of the Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries Subsidiaries for Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of its subsidiaries Subsidiaries for shares of Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Conversion Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends)not triggering a Conversion Rate adjustment in each case, exceeds an amount equal to 12.5% of the market capitalization of the Ordinary Shares on the expiration date of the tender offer, the Fixed Settlement Rates Conversion Rate shall be increased so that the same shall equal the price determined by multiplying the applicable Fixed Settlement Rates Conversion Rate in effect immediately prior to the effectiveness of the Fixed Settlement Conversion Rate increase contemplated by this Section 5.6(a)(5) 12.9 by a fraction of which the denominator shall be the number of Ordinary Shares outstanding (including any tendered or exchanged shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of Ordinary Shares (less any Purchased Shares) at the Expiration Time and the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, such increase to become effective immediately prior to the opening of business on the day following the Expiration Time. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Rate. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article XII shall be made to the nearest cent or to the nearest 1/1,000th of a share, as the case may be.