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

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company issues or sells (or enters into any agreement to issue or sell), or in accordance with this Section 3 is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d)), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells sells, (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3 3(b) is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d3(b)), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3 3(b) is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d3(b)), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Datedate hereof, the Company issues or sells (or enters into any agreement to issue or sell)sells, or in accordance with this Section 3 is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(d3(e)), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Subscription Date, and prior to the first anniversary of the Closing Date, the Company issues or sells (or enters into any agreement to issue or sell)sells, or in accordance with this Section 3 2 is deemed to have issued or sold, or publicly announces the issuance or sale of, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or Ordinary Shares deemed to have been issued or sold) sold by the Company in connection with any Exempt Issuance for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that under no circumstances will the Exercise Price be reduced below the par value of the Ordinary Shares. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d)2(a), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3 3(b) is deemed to have issued or sold, any Ordinary Shares (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding any Excluded Securities Exempt Issuances issued or sold or deemed to have been issued or sold) for a volume weighted average consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d3(b)), the following shall be applicable:

Adjustment Upon Issuance of Ordinary Shares. If and whenever on or after the Initial Exercise date of issuance (the “Issuance Date”), the Company issues or sells (or enters into any agreement to issue or sell)sells, or in accordance with this Section 3 3(b) is deemed to have issued or sold, any Ordinary Shares Share Equivalents (including the issuance or sale of Ordinary Shares owned or held by or for the account of the Company, Company but excluding any Excluded Securities Securities) issued or sold or deemed to have been issued or sold) sold for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after upon such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(d3(b)), the following shall be applicable: