Common use of Cash Dividends or Distributions Clause in Contracts

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: and where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, that, if D is equal to or greater than P, then, in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlement, each Holder will receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Exchange Rate will be adjusted increased based on the following formulasformula: and where: SP0 ER0 = the Strike Price Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 ER1 = the Strike Price Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.42 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold T will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Exchange Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementExchange Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to Exchange such Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Exchange Rate in effect on such Record Daterecord date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Exchange Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Exchange Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: and where: SP0 CR1 =CR0 x XX0 XX0 – C where CR0 = the Strike Price Conversion Rate in effect immediately before prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate for such dividend or distribution; WE0 SP0 = the Warrant Entitlement in effect Last Reported Sale Price of the Common Stock on the Trading Day immediately before preceding the Open of Business on such Ex-Dividend DateDate for such dividend or distribution; WE1 and C = the Warrant Entitlement amount in effect cash per share the Borrower distributes to all or substantially all holders of Common Stock. Any increase pursuant to this Section 2.9(f)(iv) shall become effective immediately after the Open of Business on such the Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in Date for such dividend or distribution; and T = an amount (subject to . Notwithstanding the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, thatforegoing, if D “C” (as defined above) is equal to or greater than P, then“SP0” (as defined above), in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlementincrease, each Holder Lender will receive, for each Warrant $1,000 principal amount of the aggregate Conversion Amount as would apply to the Loans held by such Holder Lender on the Record Date record date for such cash dividend or distribution, at the same time and on upon the same terms as holders of the Common Stock, the amount of cash that such Holder Lender would have received in such dividend or distribution if such Holder Lender had owned, on such Record Date, owned a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Ex-Dividend Date. To the extent If any such dividend or distribution is declared but not made so paid or paidmade, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Borrower determines not to pay such dividend or distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paiddistribution had not been declared.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Exchange Rate will be adjusted increased based on the following formulasformula: and ER1 = ER0 X SP - T SP - D where: SP0 ER0 = the Strike Price Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 ER1 = the Strike Price Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.4175 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold T will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Exchange Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementExchange Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to Exchange such Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Exchange Rate in effect on such Record Daterecord date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Exchange Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Exchange Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and ASIA-DOCS\12847562.6 DRAFT 076267-0001 D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject Any increase pursuant to this Section 2.8(d)(iv) shall become effective immediately after the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share Open of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend Business on the Common Stock, then the Ex-Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to Date for such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, that, if . If D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder Purchaser will receive, for each Warrant $1,000 principal amount of Notes (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) held by such Holder Purchaser on the Record Ex-Dividend Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder Purchaser would have received in such dividend or distribution if such Holder Purchaser had owned, on such Record Ex-Dividend Date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Ex-Dividend Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.03 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Conversion Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. For the avoidance of doubt, each adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iv) will become effective at the time set forth in the preceding definition of CR1. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Exchange Rate will be adjusted increased based on the following formulasformula: and ER1 = ER0 X SP - T SP -D where: SP0 ER0 = the Strike Price Exchange Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 ER1 = the Strike Price Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.4175 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold T will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Exchange Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementExchange Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to Exchange such Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Exchange Rate in effect on such Record Daterecord date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Exchange Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Exchange Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of the Common Stock (Shares, other than a regular regular, quarterly cash dividend that does not exceed $0.125 per Common Share per quarter (the “Initial Dividend Threshold per share of Common Stock), then each of Threshold”) the Strike Price and the Warrant Entitlement Exchange Rate will be adjusted based on the following formulasformula: and where: SP0 ER0 = the Strike Price Exchange Rate in effect immediately before prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 ER1 = the Strike Price Exchange Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate for such dividend or distribution; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP0 = the Last Reported Sale Price per share of the Common Stock Shares on the Trading Day immediately before such preceding the Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in Date for such dividend or distribution; and T = an amount (subject to the proviso below, the “Initial Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, provided that (x) if such the dividend or distribution is not a regular quarterly cash dividend on dividend, the Common Stock, then the Initial Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distributionzero; and (y) C = the amount in cash per Common Share that the Parent distributes to holders of the Common Shares. The Initial Dividend Threshold will be adjusted in a manner inversely proportional to adjustments to the same manner as, and at Exchange Rate; provided that no adjustment will be made to the same time and Initial Dividend Threshold for any adjustment to the same events for which, the Strike Price is adjusted pursuant to Exchange Rate under this Section 5(e)(i)(17.05(d); provided, however, that, if D . If “C” (as defined above) is equal to or greater than P, then“SP0” (as defined above), in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlementincrease, each Holder will shall receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution$1,000 principal amount of Notes it holds, at the same time and on upon the same terms as holders of the Common StockShares, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, owned a number of shares of Common Stock Shares equal to the Warrant Entitlement in effect Exchange Rate on the Ex-Dividend Date for such Record Datecash dividend or distribution. To Any such increase shall become effective immediately after the extent Open of Business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is declared but not made or so paid, each of the Strike Price and Exchange Rate shall be decreased to be the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Exchange Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paiddistribution had not been declared.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.16 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Conversion Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.1125 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Conversion Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. For the avoidance of doubt, each adjustment pursuant to this Section 5.05(A)(iv) will become effective as of the time set forth in the definition of CR1 above. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: and where: SP0 where CR0 = the Strike Price Conversion Rate in effect immediately before prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate for such dividend or distribution; WE0 SP0 = the Warrant Entitlement in effect Last Reported Sale Price of the Common Stock on the Trading Day immediately before preceding the Open of Business on such Ex-Dividend DateDate for such dividend or distribution; WE1 and C = the Warrant Entitlement amount in effect cash per share the Borrower distributes to all or substantially all holders of Common Stock. Any increase pursuant to this Section 2.9(f)(iv) shall become effective immediately after the Open of Business on such the Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in Date for such dividend or distribution; and T = an amount (subject to . Notwithstanding the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, thatforegoing, if D “C” (as defined above) is equal to or greater than P, then“SP0” (as defined above), in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlementincrease, each Holder Lender will receive, for each Warrant $1,000 principal amount of the aggregate Conversion Amount as would apply to the Loans held by such Holder Lender on the Record Date record date for such cash dividend or distribution, at the same time and on upon the same terms as holders of the Common Stock, the amount of cash that such Holder Lender would have received in such dividend or distribution if such Holder Lender had owned, on such Record Date, owned a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Ex-Dividend Date. To the extent If any such dividend or distribution is declared but not made so paid or paidmade, each the Conversion Rate will be readjusted, effective as of the Strike Price and date the Warrant Entitlement will be readjusted Borrower determines not to pay such dividend or distribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the if such dividend or distribution, if any, actually made or paiddistribution had not been declared.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: and where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, that, if D is equal to or greater than P, then, in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlement, each Holder will receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If the Company makes any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Exercise Price and the Warrant Entitlement will shall be adjusted based on the following formulasformula: and where: SP0 , EP0 = the Strike Exercise Price in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date for such dividend or distribution; SP1 EP’ = the Strike Exercise Price in effect immediately after the Open open of Business business on such the Ex-Dividend DateDate for such dividend or distribution; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP0 = the Last Reported Sale Price per share of the Common Stock on the Trading Day immediately before such preceding the Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in Date for such dividend or distribution; and T C = an the amount (subject in cash per share the Company distributes to all or substantially all holders of the Common Stock. If any adjustment to the proviso belowExercise Price is made pursuant to this Section 2(d), the “Warrant Share Number shall be adjusted by multiplying the Warrant Share Number in effect immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment, and the denominator of which shall be the Exercise Price immediately thereafter. Any adjustment made under this Section 2(d) shall become effective immediately after the open of business on the Ex-Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if Date for such dividend or distribution. If such dividend or distribution is not a regular quarterly cash dividend on so paid, the Common StockExercise Price and Warrant Share Number shall be readjusted, then effective as of the Dividend Threshold will be deemed date the board of directors of the Company determines not to be zero ($0.00) per share of Common Stock with respect to make or pay such dividend or distribution; , to be the Exercise Price and (y) Warrant Share Number that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, thatforegoing, if D “C” (as defined above) is equal to or greater than P, then“SP0” (as defined above), in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlementincrease, each Holder will shall receive, for each Warrant held by such Holder on the Record Date for such dividend or distributionit holds, at the same time and on upon the same terms as holders of shares of the Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, owned a number of shares of Common Stock equal to the Warrant Entitlement in effect on such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made Share Number on the basis of only the record date for such cash dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and CR1 = CR0 × SP – T SP – D where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.01 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Conversion Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A)(i); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted increased based on the following formulasformula: and where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 0.225 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero dollars ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Conversion Price is adjusted pursuant to as a result of the operation of Section 5(e)(i)(15.05(A) (other than this Section 5.05(A)(iv)); and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that, that if D is equal to or greater than PSP, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant EntitlementConversion Rate, each Holder will receive, for each Warrant $1,000 principal amount of Notes held by such Holder on the Record Date record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Daterecord date, a number of shares of Common Stock equal to the Warrant Entitlement Conversion Rate in effect on such Record Daterecord date. For the avoidance of doubt, each adjustment pursuant to this Section 5.05(A)(iv) will become effective as of the time set forth in the definition of CR1 above. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock (other than a regular quarterly cash dividend that does not exceed the Dividend Threshold per share of Common Stock), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: and formula (with a corresponding adjustment to the number of Underlying Shares of each Warrant pursuant to Section 5(e)(i)(6)): where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and D = the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject to the proviso below, the “Dividend Threshold”) initially equal to $0.24 per share of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); . provided, however, that, if D is equal to or greater than P, then, in lieu of the foregoing adjustments adjustment to the Strike Price and the Warrant Entitlementnumber of Underlying Shares, each Holder will receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, a number of shares of Common Stock equal to the number of Underlying Shares of such Warrant Entitlement in effect on as of such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the number of Underlying Shares of each Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlementnumber of Underlying Shares, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paid.

Cash Dividends or Distributions. If any cash In case the Parent pays a dividend or makes a distribution is made in all cash on the Common Stock to all or substantially all holders of Common Stock during any fiscal year (or portion thereof) of Parent after the Third Supplemental Indenture Date for which an adjustment has not been made previously pursuant to this Section 1.10(f)(viii) and Section 1.10(f)(vii) in an aggregate amount that, together with all other than all-cash dividends or distributions made during such fiscal year (or portion thereof) that exceeds, on a regular quarterly cash dividend that does not exceed per share Common Stock basis, the Dividend Threshold per share of Common Stock)Amount (excluding, then each any such cash dividend or distribution in connection with liquidation, dissolution or winding up of the Strike Price and Parent) the Warrant Entitlement will be adjusted based on the following formulas: and where: SP0 = the Strike Price Conversion Rate in effect immediately before the Open close of Business business on the Exday that the ADSs trade ex-distribution will be adjusted by dividing (A) the Conversion Rate by (B) a fraction, the numerator of which will be the Current Market Price of the ADSs and the denominator of which will be the Current Market Price of the ADSs plus the amount per share of such dividend or distribution payable to the holders of Alcatel Lucent Ordinary Shares in excess of the Dividend Date for Threshold Amount, and, if applicable, converted into Dollars using the euro/US dollar “noon buying rate” in New York certified by the New York Federal Reserve Bank on the date of payment of such dividend or distribution; SP1 = . If the Strike Price prior consent of the Parent’s shareholders would be required for the issuance of any additional shares of ADSs issuable as a result of the adjustment provided for in effect immediately after this Section 1.10(f)(viii) and such consent has not been received as of the Open relevant Conversion Date, the Company shall have at its option the right to deliver cash, ADSs or any combination of Business on cash and ADSs for the current market value of such Ex-Dividend Date; WE0 = additional shares. The current market value of such additional shares of ADSs shall be determined to the Warrant Entitlement in effect immediately before nearest 1/10,000th of a share and shall be the Open of Business on such Ex-Dividend Date; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date; P = the Last Reported Sale Price per of a share of Common Stock ADS on the Trading Day immediately before such Ex-Dividend preceding the relevant Conversion Date; D = . If the cash amount distributed per share of Common Stock in such dividend or distribution; and T = an amount (subject shareholders’ consent shall have been received prior to the proviso belowrelevant Conversion Date, the “Dividend Threshold”) initially equal to $0.24 per share Company shall not have the option of Common Stock; provided, however, that (x) if such dividend or distribution is not a regular quarterly delivering cash dividend on the Common Stock, then the Dividend Threshold will be deemed to be zero ($0.00) per share of Common Stock with respect to such dividend or distribution; and (y) the Dividend Threshold will be adjusted in the same manner as, and at the same time and for the same events for which, the Strike Price is adjusted pursuant to Section 5(e)(i)(1); provided, however, that, if D is equal to or greater than P, then, in lieu of the foregoing adjustments to the Strike Price and the Warrant Entitlement, each Holder will receive, for each Warrant held by such Holder on the Record Date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received in such dividend or distribution if such Holder had owned, on such Record Date, a number of additional shares of Common Stock equal to the Warrant Entitlement ADSs, other than in effect on respect of any fractional shares issuable upon such Record Date. To the extent such dividend or distribution is declared but not made or paid, each of the Strike Price and the Warrant Entitlement will be readjusted to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had the adjustment thereto been made on the basis of only the dividend or distribution, if any, actually made or paidconversion.