Common use of Issuance of Ordinary Shares Equivalents Clause in Contracts

Issuance of Ordinary Shares Equivalents. If the Company in any manner issues or sells any Ordinary Shares Equivalents (other than Ordinary Shares Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Ordinary Shares Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary Share upon the issuance or sale of the Ordinary Shares Equivalent and upon conversion, exercise or exchange of such Ordinary Shares Equivalent and (y) the lowest conversion price set forth in such Ordinary Shares Equivalent for which one Ordinary Share is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Ordinary Shares Equivalent (or any other Person) upon the issuance or sale of such Ordinary Shares Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Ordinary Shares Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Shares Equivalents, and if any such issue or sale of such Ordinary Shares Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

Issuance of Ordinary Shares Equivalents. If the Company in any manner issues or sells any Ordinary Shares Equivalents (other than Ordinary Shares Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Ordinary Shares Equivalents for such price per share. For the purposes of this Section 3(e)(ii5(e)(ii), the “lowest price per share for which one Ordinary Share is issuable upon the conversion, exercise or exchange thereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary Share upon the issuance or sale of the Ordinary Shares Equivalent and upon conversion, exercise or exchange of such Ordinary Shares Equivalent and (y) the lowest conversion price set forth in such Ordinary Shares Equivalent for which one Ordinary Share is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Ordinary Shares Equivalent (or any other Person) upon the issuance or sale of such Ordinary Shares Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Ordinary Shares Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Shares Equivalents, and if any such issue or sale of such Ordinary Shares Equivalents is made upon exercise of any options Options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e5(e), except as contemplated below, no further adjustment of the Exercise Conversion Price shall be made by reason of such issue or sale.

Issuance of Ordinary Shares Equivalents. If the Company in Company, at any manner issues time after the Issuance Date, shall issue any securities convertible into or sells any exchangeable for, directly or indirectly, Ordinary Shares Equivalents (“Convertible Securities”), other than the Note, or any rights or warrants or options to purchase any such Ordinary Shares Equivalents that qualify as Exempt Issuancesor Convertible Securities, shall be issued or sold (collectively, the “Ordinary Share Equivalents”) and the lowest aggregate of the price per share for which one Additional Shares may be issuable thereafter pursuant to such Ordinary Share is Equivalent, plus the consideration received by the Company for issuance of such Ordinary Share Equivalent divided by the number of shares of Ordinary Shares issuable upon pursuant to such Ordinary Share Equivalent (the conversion, exercise or exchange thereof is “Aggregate Per Ordinary Share Price”) shall be less than the Applicable Priceapplicable Conversion Price then in effect, then or if, after any such issuance of Ordinary Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Ordinary Shares Equivalents for such price per share. For the purposes of this Section 3(e)(ii)Share Equivalents, the “lowest price per share for which one Additional Shares may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be reduced to the lower of: (i) the Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate Per Share Price (whether or not such Ordinary Share is issuable upon Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the conversion, exercise or exchange thereof” shall be equal to earlier of (1A) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by date on which the Company with respect to one Ordinary Share upon shall enter into a firm contract for the issuance or sale of the Ordinary Shares Equivalent and upon conversion, exercise or exchange of such Ordinary Shares Equivalent and Share Equivalent, or (yB) the lowest conversion price set forth in such Ordinary Shares Equivalent for which one Ordinary Share is issuable upon conversion, exercise or exchange thereof minus (2) the sum date of all amounts paid or payable to the holder of such Ordinary Shares Equivalent (or any other Person) upon the issuance or sale of such Ordinary Shares Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Ordinary Shares Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Shares Equivalents, and if any such issue or sale of such Ordinary Shares Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further Share Equivalent. No adjustment of the Exercise applicable Conversion Price shall be made by reason under this Section 6 upon the issuance of such issue any Convertible Security which is outstanding on the day immediately preceding the Issuance Date. No adjustment shall be made to the Conversion Price upon the issuance of Ordinary Shares pursuant to the exercise, conversion or saleexchange of any Convertible Security or Ordinary Share Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Ordinary Share Equivalent.