Common use of Adjustment for Issuance of Ordinary Shares Clause in Contracts

Adjustment for Issuance of Ordinary Shares. If at any time after the date hereof the Company shall (except as hereinafter provided) issue or sell any Ordinary Shares for consideration in an amount per Ordinary Share less than the market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such issue or sale, then the number of Ordinary Shares purchasable upon the exercise of each Warrant evidenced hereby shall be adjusted to equal the product obtained by multiplying the number of Ordinary Shares for which such Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of Ordinary Shares outstanding immediately after such issue or sale, and (B) the denominator of which shall be the sum of (1) the number of Ordinary Shares outstanding immediately prior to such issue or sale, and (2) the aggregate consideration received from the issuance or sale of such additional Ordinary Shares divided by the market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such issue or sale; provided, however, that no adjustment shall be made pursuant to this Section 5(c) upon the issuance of Ordinary Shares (i) in a bona fide public offering pursuant to a firm commitment or best efforts underwriting, (ii) upon the issuance of up to 500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time providing for options, warrants or similar rights to purchase Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company or (iii) upon the issuance of Ordinary Shares pursuant to (A) the Agreement among the Company, Xxxx Laboratories Corporation and Xxxxxxx X. Xxxx, (B) the warrants issued pursuant to the Warrant Agreement dated as of October 17, 1994 between the Company and Elan Corporation, plc, (C) the warrants issued pursuant to the Warrant Agreement dated as of October 17, 1994 between the Company and Xxxxxxxxxx Securities, (D) the warrants issued pursuant to the Warrant Purchase Agreement dated as of March 28, 1996 by and between the Company and Xxxxxx-Xxxxxxx Company or (E) the warrants to purchase in the aggregate amount 170,000 Ordinary Shares, or ADSs representing such Ordinary Shares, issued on June 28, 1996 to certain current and former directors of the Company.

Adjustment for Issuance of Ordinary Shares. If at any time after the date hereof the Company shall (except as hereinafter provided) issue or sell any Ordinary Shares for consideration in an amount per Ordinary Share less than the market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such issue or sale, then the number of Ordinary Shares purchasable upon the exercise of each Warrant evidenced hereby shall be adjusted to equal the product obtained by multiplying the number of Ordinary Shares for which such Warrant is exercisable immediately prior to such issue or sale by a fraction (A) the numerator of which shall be the number of Ordinary Shares outstanding immediately after such issue or sale, and (B) the denominator of which shall be the sum of (1) the number of Ordinary Shares outstanding immediately prior to such issue or sale, and (2) the aggregate consideration received from the issuance or sale of such additional Ordinary Shares divided by the market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such issue or sale; provided, however, that no adjustment shall be made pursuant to this Section 5(c) upon the issuance of Ordinary Shares (i) in a bona fide public offering pursuant to a firm commitment or best efforts underwriting, (ii) upon the issuance of up to 500,000 1,500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time providing for options, warrants or similar rights to purchase Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company or (iii) upon the issuance of Ordinary Shares pursuant to (A) the Agreement among the Companyany warrants, Xxxx Laboratories Corporation and Xxxxxxx X. Xxxx, (B) the warrants issued pursuant to the Warrant Agreement dated other rights or Convertible Securities outstanding as of October 17, 1994 between the Company and Elan Corporation, plc, (C) the warrants issued pursuant to the Warrant Agreement dated as of October 17, 1994 between the Company and Xxxxxxxxxx Securities, (D) the warrants issued pursuant to the Warrant Purchase Agreement dated as of March 28, 1996 by and between the Company and Xxxxxx-Xxxxxxx Company or (E) the warrants to purchase in the aggregate amount 170,000 Ordinary Shares, or ADSs representing such Ordinary Shares, issued on June 28, 1996 to certain current and former directors of the Companydate hereof.