Common use of Adjustment of Exchange Rate Clause in Contracts

Adjustment of Exchange Rate. (a) In the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto.

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed after the date of this Indenture for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this ‎Section 14.04, if Avadel distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel, then an adjustment to the Exchange Rate described in this ‎Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that Avadel issues or distributes to all holders of the Ordinary Shares any Expiring Rights, then, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to ‎Section 14.04(b) (in the case of in-the-money Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or ‎Section 14.04(c) (in the case of all other Expiring Rights), subject to Section 14.04(f). For the avoidance of doubt, if any event described in clauses (a) In through (e) of this Section 14.04 results in a change to the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common StockOrdinary Shares represented by the ADSs, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any then such case change shall apply be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the shares Exchange Rate on account of Chevron Common Stock held by such event to the extent such change produces the same economic result as the adjustment to the Exchange Agent under Rate that would otherwise have been made on account of such event. Subject to the Exchange Agreement)foregoing, the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that from time to time by the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of Company if any of the following events described aboveoccurs, had such Debentures been exchanged immediately prior except that the Company shall not make any adjustments to the record date (or Exchange Rate if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any Holders of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date Notes participate (other than in the case of (x) a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision share split or share combination or reclassification. Any Holder surrendering (y) a tender or exchange offer), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, in any Debentures for of the transactions described in this Section 14.04, without having to exchange after such record date or such effective datetheir Notes, as the case may be, shall be entitled if they held a number of ADSs equal to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(aRate, multiplied by the principal amount (expressed in thousands) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned theretoof Notes held by such Holder.

Adjustment of Exchange Rate. (a) In If the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held Ordinary Shares represented by the Exchange Agent under the Exchange Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of ADSs is changed for any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned reason other than one or have been entitled to receive after the happening of any more of the events described abovein this Section 4.04, had such Debentures been exchanged immediately prior the Company shall make an appropriate adjustment to the record date Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this Section 4.04, if the Guarantor distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Guarantor (or if there but excluding Expiring Rights) and a corresponding distribution is no record datenot made to holders of the ADSs, but, instead, the effective date) ADSs shall represent, in addition to the Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Guarantor, then an adjustment to the Exchange Rate described in this Section 4.04 in respect of such distribution shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that the Guarantor issues or distributes to all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to Section 4.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 60 calendar days after the date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 4.04(c) (in the case of all other Expiring Rights). For the avoidance of doubt, if any event described in this Section 4.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such an event to the extent to which such change reflects what a corresponding change to the Exchange Rate would have been on account of such an event. Such adjustments The Exchange Rate will be adjusted as described in this Section 4.04, except that the Company shall be made whenever not make any of adjustment to the events listed above shall occur and shall become effective as of immediately after the close of business on the record date Exchange Rate if Holders participate (other than in the case of a stock dividend share split or share combination) at the same time and shall become effective upon the same terms as holders of immediately after ADSs and as a result of holding the close Notes, in any of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for transactions described below without having to exchange after such record date or such effective datetheir Notes, as if they held a number of ADSs equal to the case may beapplicable Exchange Rate, shall be entitled to receive shares multiplied by the principal amount (expressed in thousands) of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned theretoNotes held by such Holder.

Adjustment of Exchange Rate. (a) In If the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held Ordinary Shares represented by the Exchange Agent under the Exchange Agreement)ADSs is changed, the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening date of this Indenture, for any reason other than one or more of the events described abovein this Section 14.04, had such Debentures been exchanged immediately prior the Company shall make an appropriate adjustment to the record date Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this Section 14.04, if Huazhu distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of Huazhu (or if there but excluding Expiring Rights) and a corresponding distribution is no record datenot made to holders of the ADSs, but, instead, the effective dateADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of Huazhu, then an adjustment to the Exchange Rate described in this Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that Huazhu issues or distributes to all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to Section 14.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 14.04(c) (in the case of all other Expiring Rights). For the avoidance of doubt, if any event described in this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such an event to the extent to which such change reflects what a corresponding change to the Exchange Rate would have been on account of such an event. Such adjustments The Exchange Rate shall be made whenever adjusted from time to time by the Company if any of the following events listed above occurs, except that the Company shall occur and shall become effective as not make any adjustments to the Exchange Rate if Holders of immediately after the close of business on the record date Notes receive (other than in the case of a stock dividend share split or share combination), at the same time and shall become effective upon the same terms as holders of immediately after the close ADSs and solely as a result of business on holding the effective date Notes, property in any of the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for transactions described in this Section 14.04, without having to exchange after such record date or such effective datetheir Notes, as if they held a number of ADSs equal to the case may beExchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor the Exchange Agent shall be entitled have any responsibility to receive shares monitor the accuracy of Chevron Common Stock at any calculation of adjustment of the Exchange Rate as so adjusted pursuant and the same shall be conclusive and binding on the Holders, absent manifest error. Notice of such adjustment to this Section 204(a) (subject the Exchange Rate shall be given by the Company promptly to Sections 215 the Holders, the Trustee and 216 hereof) the Paying Agent and any other Exchange Property apportioned theretoAgent and shall be conclusive and binding on the Holders, absent manifest error.