Common use of Adjustments for Stock Dividends, Stock Splits and Stock Combinations Clause in Contracts

Adjustments for Stock Dividends, Stock Splits and Stock Combinations. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Note), (ii) subdivides outstanding Ordinary Shares into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding Ordinary Shares into a smaller number of shares, then in each case the Fixed Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment made pursuant to this Section 3.3(a)(i) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If at any time and from time-to-time on or after the Original Issuance Date the Maker effects any of the actions described in clauses (i) through (iii) above with respect to the outstanding Ordinary Shares, and the Event Market Price (as defined below) is less than the Fixed Conversion Price then in effect (after giving effect to the adjustment in this Section 3.3(a)(i) above), then on the fifth Trading Day immediately following such event, the Fixed Conversion Price then in effect on such fifth Trading Day (after giving effect to the adjustment in Section 3.3(a)(i) above) shall be reduced (but in no event increased) to the Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Fixed Conversion Price hereunder, no adjustment shall be made. “Event Market Price” means, with respect to any split, the quotient determined by dividing (x) the sum of the VWAP of the Ordinary Shares for each of the five Trading Days following such split divided by (y) five. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.