Common use of ADJUSTMENTS FOR CERTAIN TENDER OFFERS Clause in Contracts

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer made by the Company or any of its subsidiaries for Ordinary Shares shall expire, then, immediately prior to the opening of business on the day after the expiration of the tender offer (the “Expiration Date”), the Conversion Price shall be reduced so that the Conversion Price shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Expiration Date by a fraction, the numerator of which shall be the product of the number of Ordinary Shares outstanding (including Ordinary Shares tendered in the tender offer) on the Expiration Date multiplied by the Closing Price on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (i) the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares based on the acceptance of all shares validly tendered and not withdrawn as of the close of business on the Expiration Date (such shares, the “Purchased Shares”) and (ii) the product of (A) the number of Ordinary Shares outstanding (less any Purchased Shares) at the close of business on the Expiration Date and (B) the Closing Price on the Trading Day next succeeding the Expiration Date. Such adjustment shall become effective immediately prior to the opening of business on the Trading Day immediately following the Expiration Date. If the application of this Section 4(h) to any tender offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to this Section 4(h).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer made by the Company or any of its subsidiaries for Ordinary Shares shall expire, then, immediately prior to the opening of business on the day after the expiration of the tender offer (the “Expiration Date”), the Conversion Price shall be reduced so that the Conversion Price shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Expiration Date by a fraction, the numerator of which shall be the product of the number of Ordinary Shares outstanding (including Ordinary Shares tendered in the tender offer) on the Expiration Date multiplied by the Closing Price on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (i) the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares based on the acceptance of all shares validly tendered and not withdrawn as of the close of business on the Expiration Date (such shares, the “Purchased Shares”) and (ii) the product of (A) the number of Ordinary Shares outstanding (less any Purchased Shares) at the close of business on the Expiration Date and (B) the Closing Price on the Trading Day next succeeding the Expiration Date. Such adjustment shall become effective immediately prior to the opening of business on the Trading Day immediately following the Expiration Date. If the application of this Section 4(h4(d) to any tender offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to this Section 4(h4(d).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Issuance Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 6(c)(6) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 6(c)(5) has been made, exceeds one percent of the product of (i) the Current Market Price as of the last time (the "Expiration Time") tenders could have been made pursuant to such Tender Offer (as it may be amended) times (ii) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”)Time, the Conversion Price shall be reduced adjusted so that the Conversion Price same shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Date Time by a fraction, fraction of which the numerator of which shall be the product of the number of Ordinary Shares shares of Common Stock outstanding (including Ordinary Shares any tendered in the tender offershares) on at the Expiration Date Time multiplied by the Closing Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Date Time and the denominator shall be the sum of (ix) the fair market value (determined as aforesaid) of the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares stockholders based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of all shares validly tendered and not withdrawn as of the close of business on Expiration Time (the Expiration Date (shares deemed so accepted, up to any such sharesmaximum, being referred to as the “"Purchased Shares”") and (iiy) the product of (A) the number of Ordinary Shares shares of Common Stock outstanding (less any Purchased Shares) at the close Expiration Time and the Current Market Price of business on the Expiration Date and (B) the Closing Price Common Stock on the Trading Day next succeeding the Expiration Date. Such adjustment shall Time, such reduction (if any) to become effective immediately prior to the opening of business on the Trading Day immediately day following the Expiration DateTime. In the event that the Company is obligated to purchase shares pursuant to any such Tender Offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Tender Offer had not been made. If the application of this Section 4(h6(c)(6) to any tender offer Tender Offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to for such Tender Offer under this Section 4(h6(c)(6).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Issuance Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 4(f) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 4(e) has been made, exceeds one percent of the product of the Current Market Price as of the last time (the "Expiration Time") tenders could have been made pursuant to such Tender Offer (as it may be amended) times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”), the Conversion Price shall be reduced so that the Conversion Price shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the Expiration Date by a fraction, the numerator of which shall be the product of the number of Ordinary Shares outstanding (including Ordinary Shares tendered in the tender offer) on the Expiration Date multiplied by the Closing Price on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (i) the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares based on the acceptance of all shares validly tendered and not withdrawn as of the close of business on the Expiration Date (such shares, the “Purchased Shares”) and (ii) the product of (A) the number of Ordinary Shares outstanding (less any Purchased Shares) at the close of business on the Expiration Date and (B) the Closing Price on the Trading Day next succeeding the Expiration Date. Such adjustment shall become effective immediately prior to the opening of business on the Trading Day immediately following the Expiration Date. If the application of this Section 4(h) to any tender offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to this Section 4(h).Time:

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Issuance Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 6(c)(6) has been made and (2) the aggregate amount of any distributions to all holders of the Company’s Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 6(c)(5) has been made, exceeds one percent of the product of (i) the Current Market Price as of the last time (the “Expiration Time”) tenders could have been made pursuant to such Tender Offer (as it may be amended) times (ii) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”)Time, the Conversion Price shall be reduced adjusted so that the Conversion Price same shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Date Time by a fraction, fraction of which the numerator of which shall be the product of the number of Ordinary Shares shares of Common Stock outstanding (including Ordinary Shares any tendered in the tender offershares) on at the Expiration Date Time multiplied by the Closing Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Date Time and the denominator shall be the sum of (ix) the fair market value (determined as aforesaid) of the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares stockholders based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of all shares validly tendered and not withdrawn as of the close of business on Expiration Time (the Expiration Date (shares deemed so accepted, up to any such sharesmaximum, being referred to as the “Purchased Shares”) and (iiy) the product of (A) the number of Ordinary Shares shares of Common Stock outstanding (less any Purchased Shares) at the close Expiration Time and the Current Market Price of business on the Expiration Date and (B) the Closing Price Common Stock on the Trading Day next succeeding the Expiration Date. Such adjustment shall Time, such reduction (if any) to become effective immediately prior to the opening of business on the Trading Day immediately day following the Expiration DateTime. In the event that the Company is obligated to purchase shares pursuant to any such Tender Offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Tender Offer had not been made. If the application of this Section 4(h6(c)(6) to any tender offer Tender Offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to for such Tender Offer under this Section 4(h6(c)(6).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Issuance Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 6(c)(6) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 6(c)(5) has been made, exceeds one percent of the product of (i) the Current Market Price as of the last time (the "Expiration Time") tenders could have been made pursuant to such Tender Offer (as it may be amended) times (ii) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”)Time, the Conversion Price shall be reduced adjusted so that the Conversion Price same shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Date Time by a fraction, fraction of which the numerator of which shall be the product of the number of Ordinary Shares shares of Common Stock outstanding (including Ordinary Shares any tendered in the tender offershares) on at the Expiration Date Time multiplied by -45- the Closing Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Date Time and the denominator shall be the sum of (ix) the fair market value (determined as aforesaid) of the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares stockholders based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of all shares validly tendered and not withdrawn as of the close of business on Expiration Time (the Expiration Date (shares deemed so accepted, up to any such sharesmaximum, being referred to as the “"Purchased Shares”") and (iiy) the product of (A) the number of Ordinary Shares shares of Common Stock outstanding (less any Purchased Shares) at the close Expiration Time and the Current Market Price of business on the Expiration Date and (B) the Closing Price Common Stock on the Trading Day next succeeding the Expiration Date. Such adjustment shall Time, such reduction (if any) to become effective immediately prior to the opening of business on the Trading Day immediately day following the Expiration DateTime. In the event that the Company is obligated to purchase shares pursuant to any such Tender Offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Tender Offer had not been made. If the application of this Section 4(h6(c)(6) to any tender offer Tender Offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to for such Tender Offer under this Section 4(h6(c)(6).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Escrow Funding Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 6(c)(6) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 6(c)(5) has been made, exceeds one percent of the product of (i) the Current Market Price as of the last time (the "Expiration Time") tenders could have been made pursuant to such Tender Offer (as it may be amended) TIMES (ii) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”)Time, the Conversion Price shall be reduced adjusted so that the Conversion Price same shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Date Time by a fraction, fraction of which the numerator of which shall be the product of the number of Ordinary Shares shares of Common Stock outstanding (including Ordinary Shares any tendered in the tender offershares) on at the Expiration Date Time multiplied by the Closing Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Date Time and the denominator shall be the sum of (ix) the fair market value (determined as aforesaid) of the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares stockholders based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of all shares validly tendered and not withdrawn as of the close of business on Expiration Time (the Expiration Date (shares deemed so accepted, up to any such sharesmaximum, being referred to as the “"Purchased Shares”") and (iiy) the product of (A) the number of Ordinary Shares shares of Common Stock outstanding (less any Purchased Shares) at the close Expiration Time and the Current Market Price of business on the Expiration Date and (B) the Closing Price Common Stock on the Trading Day next succeeding the Expiration Date. Such adjustment shall Time, such reduction (if any) to become effective immediately prior to the opening of business on the Trading Day immediately day following the Expiration DateTime. In the event that the Company is obligated to purchase shares pursuant to any such Tender Offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Tender Offer had not been made. If the application of this Section 4(h6(c)(6) to any tender offer Tender Offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to for such Tender Offer under this Section 4(h6(c)(6).

ADJUSTMENTS FOR CERTAIN TENDER OFFERS. In case any tender offer a Tender Offer on or after the Escrow Funding Date made by the Company or any Subsidiary for all or any portion of its subsidiaries the Common Stock shall expire and such Tender Offer (as amended upon the expiration thereof) shall require the payment to stockholders (based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of Purchased Shares (as defined below)) of an aggregate consideration having a fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) that combined together with (1) the aggregate of the cash plus the fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution), as of the expiration of such Tender Offer, of consideration payable in respect of any other Tender Offers, by the Company or any Subsidiary for Ordinary Shares shall expireall or any portion of the Common Stock expiring within the 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to this Section 6(c)(6) has been made and (2) the aggregate amount of any distributions to all holders of the Company's Common Stock made exclusively in cash within 12 months preceding the expiration of such Tender Offer and in respect of which no adjustment pursuant to Section 6(c)(5) has been made, exceeds one percent of the product of (i) the Current Market Price as of the last time (the "Expiration Time") tenders could have been made pursuant to such Tender Offer (as it may be amended) times (ii) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, then, and in each such case, immediately prior to the opening of business on the day after the expiration date of the tender offer (the “Expiration Date”)Time, the Conversion Price shall be reduced adjusted so that the Conversion Price same shall thereafter equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Date Time by a fraction, fraction of which the numerator of which shall be the product of the number of Ordinary Shares shares of Common Stock outstanding (including Ordinary Shares any tendered in the tender offershares) on at the Expiration Date Time multiplied by the Closing Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Date Time and the denominator shall be the sum of (ix) the fair market value (determined as aforesaid) of the aggregate consideration (determined as the sum of the aggregate amount of cash consideration and the aggregate fair market value of any other consideration, which value shall be determined in good faith by the Board of Directors) payable to the holders of Ordinary Shares stockholders based on the acceptance (up to any maximum specified in the terms of the Tender Offer) of all shares validly tendered and not withdrawn as of the close of business on Expiration Time (the Expiration Date (shares deemed so accepted, up to any such sharesmaximum, being referred to as the “"Purchased Shares”") and (iiy) the product of (A) the number of Ordinary Shares shares of Common Stock outstanding (less any Purchased Shares) at the close Expiration Time and the Current Market Price of business on the Expiration Date and (B) the Closing Price Common Stock on the Trading Day next succeeding the Expiration Date. Such adjustment shall Time, such reduction (if any) to become effective immediately prior to the opening of business on the Trading Day immediately day following the Expiration DateTime. In the event that the Company is obligated to purchase shares pursuant to any such Tender Offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such Tender Offer had not been made. If the application of this Section 4(h6(c)(6) to any tender offer Tender Offer would result in an increase in the Conversion Price, then no adjustment shall be made pursuant to for such Tender Offer under this Section 4(h6(c)(6).