Common use of Limitation on Adjustments Clause in Contracts

Limitation on Adjustments. Except as stated in this Section 4.05, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii) immediately above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.054.4, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. IfNotwithstanding anything herein or in the Notes to the contrary, however, if the application of the formulas in Sections 4.05(aSection 4.4(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock share repurchases that are not tender offers referred to in Section 4.05(e4.4(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock share repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii4.4(i)(iii) immediately above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction action that would result in the Company being required, pursuant to this IndentureAgreement, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value per share of the Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.05, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no No adjustment to the Conversion Rate will Fixed Settlement Rates shall be made if Holders of Units or any Separate Purchase Contracts participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Purchase Contracts, in the transaction that would otherwise give rise to an adjustment without having to settle the Purchase Contracts as if such Holder held a reverse share split or share combination)number of shares of the Common Stock equal to the Maximum Settlement Rate, multiplied by the number of Purchase Contracts held by such Holder. In addition, notwithstanding anything to the contrary herein, the Conversion Rate will Fixed Settlement Rates shall only be adjusted as set forth above and shall not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iiiii) upon the issuance of any shares of Common Stock or options rights, options, restricted stock units, warrants or rights similar securities to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, or incentive plan or program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iii) upon the repurchase of any shares of Common Stock pursuant to an open market share repurchase program or other buy-back transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described in Section 5.01(a)(v); (iv) for the sale or issuance of shares of Common Stock, or securities convertible into or exercisable for shares of Common Stock, for cash, including at a price per share less than the Fair Market Value thereof or otherwise or in an acquisition, except as described in one of Section 5.01(a)(i) through Section 5.01(a)(v) above; (v) for a third party tender offer; (vi) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii) immediately above and outstanding as of the date the Notes were first issuedIssue Date; (vvii) solely for a change in in, or elimination of, the par value of the Common Stock; or (viviii) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share other issuance of shares of our Common Stock will be less than or any securities convertible into or exchangeable for shares of our Common Stock or the par value right to purchase shares of the our Common StockStock or such convertible or exchangeable securities, except as described above.

Limitation on Adjustments. Except as stated in this Section 4.05, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no No adjustment to the Conversion Rate will Fixed Settlement Rates shall be made if Holders of Units or any separate Purchase Contracts participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Class A Common Stock and solely as a result of holding the Purchase Contracts, in the transaction that would otherwise give rise to an adjustment without having to settle the Purchase Contracts as if such Holder held a reverse share split or share combination)number of shares of the Class A Common Stock equal to the Maximum Settlement Rate, multiplied by the number of Purchase Contracts held by such Holder. In addition, notwithstanding anything to the contrary herein, the Conversion Rate will Fixed Settlement Rates shall only be adjusted as set forth above and shall not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (iiA) upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Class A Common Stock under any plan; (iiiB) upon the issuance of any shares of Class A Common Stock or rights, options or rights warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, plan or program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiariessubsidiaries; (ivC) upon the repurchase of any shares of Class A Common Stock pursuant to an open market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer described in clause 5.01(vi) hereof; (D) for the sale or issuance of shares of Class A Common Stock, or securities convertible into or exercisable for shares of Class A Common Stock, for cash, including at a price per share less than the Fair Market Value thereof or otherwise or in an acquisition, except as described in Sections 5.01(i) through (vi) hereof; (E) for a third party tender offer (F) upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii) immediately above and outstanding as of the date the Notes were first issued;Issue Date; or (vG) for a change in the par value of the Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the or no par value of the Class A Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.05‎4.4, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock Shares or any securities convertible into or exchangeable for shares of Common Stock Shares or the right to purchase shares of Common Stock Shares or such convertible or exchangeable securities. IfNotwithstanding anything herein or in the Notes to the contrary, however, if the application of the formulas in Sections 4.05(aSection ‎4.4(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock share repurchases that are not tender offers referred to in Section 4.05(e‎4.4(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock share repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock Shares under any plan; (iii) upon the issuance of any shares of Common Stock Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii‎4.4‎(i) immediately through ‎(iii) above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common StockShares; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction action that would result in the Company being required, pursuant to this IndentureAgreement, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock Share will be less than the par value of the per Common StockShare.

Limitation on Adjustments. Except as stated in this Section 4.0513.04, the Company Issuer will not adjust the Conversion Exchange Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a13.04(a) through (e) hereof would result in a decrease in the Conversion Exchange Rate, then, except to the extent of any readjustment to the Conversion Exchange Rate, no adjustment to the Conversion Exchange Rate will be made (other than as a result of a reverse share split split, share combination or share combinationreadjustment). In addition, notwithstanding Notwithstanding anything to the contrary herein, the Conversion Exchange Rate will not be adjusted: (i1) on account of stock repurchases that are not tender offers referred to in Section 4.05(e13.04(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's Issuer’s or the General Partner’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iii3) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company Issuer, the General Partner or any of its Subsidiariestheir subsidiaries; (iv4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iiithe preceding clause (3) immediately above and outstanding as of the date the Notes were first issued; (v5) for a change in the par value of the Common Stock; or; (vi6) for accrued and unpaid interest on the Notes, if any. In addition, the Company will ; or (7) for an event otherwise requiring an adjustment under this Indenture if such event is not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common Stockconsummated.

Limitation on Adjustments. Except No adjustment to the Fixed Settlement Rates shall be made if Holders of Units or any Separate Purchase Contracts may participate in the transaction (per Unit or per Purchase Contract, as stated in this Section 4.05the case may be, based on the Maximum Settlement Rate) that would otherwise give rise to an adjustment at the same time and on the same terms as holders of WGP Common Units without having to settle the Purchase Contracts. In addition, except as set forth above, the Company will Fixed Settlement Rates shall not adjust the Conversion Rate be adjusted for the issuance of shares of WGP Common Stock Units or any securities convertible into or exchangeable for shares of WGP Common Stock Units or carrying the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application any of the formulas in Sections 4.05(a) through (e) hereof would result in a decrease in foregoing, or for the Conversion Rate, then, except to the extent repurchase of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination)WGP Common Units. In addition, notwithstanding anything to the contrary herein, the Conversion Rate will The Fixed Settlement Rates shall not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of WGP Common Stock Units pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's WGP’s securities and the investment of additional optional amounts in shares of WGP Common Stock Units under any plan; (iiiii) upon the issuance of any shares of WGP Common Stock Units, restricted stock or restricted stock units or rights, options or rights warrants to purchase those shares WGP Common Units pursuant to any present or future employee, director or consultant benefit plan, plan or program or agreement or employee stock purchase plan of or assumed by the Company Company, WGP or any of its the Company’s or WGP’s Subsidiaries; (iviii) upon the issuance of any shares of WGP Common Stock Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii) immediately above and outstanding as of the date Issue Date; (iv) upon the Notes were first issuedrepurchase of any WGP Common Units pursuant to an open market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 5.01(a)(v); (v) for the sale or issuance of WGP Common Units, or securities convertible into or exercisable for WGP Common Units, for cash, including at a price per WGP Common Units less than the Fair Market Value thereof or otherwise or in an acquisition, except as described in one of Section 5.01(a)(i) through Section 5.01(a)(v) above; (vi) for a third party tender offer (other than as described in Section 5.01(a)(v) above); or (vii) for a change in the par value of the WGP Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common StockUnits.

Limitation on Adjustments. Except as stated in this Section 4.054.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock under any planpresent or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iviii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii4.04(i)(ii) immediately above and outstanding as of the date the Notes were first issued; (viv) for a change in the par value of the Common Stock; or (viv) for accrued and unpaid interest on the Notes, if any. In additionFor purposes of this Section 4.04, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share number of shares of Common Stock will be less than at any time outstanding shall not include shares held in the par value treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.054.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock Shares or any securities convertible into or exchangeable for shares of Common Stock Shares or the right to purchase shares of Common Stock Shares or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e4.04(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock Shares under any plan; (iii) upon the issuance of any shares of Common Stock Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii4.04(i)(iii) immediately above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common StockShares; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.054.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and NY\6371365.3 the investment of additional optional amounts in shares of Common Stock under any planpresent or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries; (iiiii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iviii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii4.04(i)(ii) immediately above and outstanding as of the date the Notes were first issued; (viv) for a change in the par value of the Common Stock; or (viv) for accrued and unpaid interest on the Notes, if any. In additionFor purposes of this Section 4.04, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share number of shares of Common Stock will be less than at any time outstanding shall not include shares held in the par value treasury of the Company so long as the Company does not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.05‎4.4, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities. IfNotwithstanding anything herein or in the Notes to the contrary, however, if the application of the formulas in Sections 4.05(aSection ‎4.4(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i) on account of stock share repurchases that are not tender offers referred to in Section 4.05(e‎4.4(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock share repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii‎4.4‎(i) immediately through ‎(iii) above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction action that would result in the Company being required, pursuant to this IndentureAgreement, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value per share of the Common Stock.

Limitation on Adjustments. Except No adjustment to the Fixed Settlement Rates shall be made if Holders of Units or any separate Purchase Contracts may participate in the transaction (at a level based on the Maximum Settlement Rate) that would otherwise give rise to an adjustment at the same time and on the same terms as stated in this Section 4.05holders of the Class A Common Stock without having to settle the Purchase Contracts. In addition, except as set forth above, the Company will Fixed Settlement Rates shall not adjust the Conversion Rate be adjusted for the issuance of shares common stock of Common Stock the Company or any securities convertible into or exchangeable for shares of Common Stock common stock or carrying the right to purchase shares any of Common Stock the foregoing, or such convertible or exchangeable securitiesfor the repurchase of common stock. If, howeverFor the avoidance of doubt, the application of the formulas in Sections 4.05(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will Fixed Settlement Rates shall not be adjusted: (i) on account of stock repurchases that are not tender offers referred to in Section 4.05(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii) upon the issuance of any shares of Class A Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Class A Common Stock under any plan; (iiiii) upon the issuance of any shares of Class A Common Stock Stock, restricted stock or restricted stock units or rights, options or rights warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, plan or program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiariessubsidiaries; (iviii) upon the issuance of any shares of Class A Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii) immediately above and outstanding as of the date Issue Date; (iv) upon the Notes were first issuedrepurchase of any shares of Class A Common Stock pursuant to an open market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described in Section 5.01(a)(v); (v) for the sale or issuance of shares of Class A Common Stock, or securities convertible into or exercisable for shares of Class A Common Stock, for cash, including at a price per share less than the Fair Market Value thereof or otherwise or in an acquisition, except as described in one of Section 5.01(a)(i) through Section 5.01(a)(v) above; (vi) for a third party tender offer; or (vii) for a change in the par value of the Common Stock; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the or no par value of the Class A Common Stock.

Limitation on Adjustments. Except as stated in this Section 4.054.04, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of the Common Stock or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a4.04(a) through (e) hereof would result in a decrease in the Conversion Rate, then, except to the extent of any readjustment to the Conversion Rate, no adjustment to the Conversion Rate will be made (other than as a result of a reverse share split split, share combination or share combinationreadjustment). In addition, notwithstanding anything to the contrary herein, the Conversion Rate will not be adjusted: (i1) on account of stock repurchases that are not tender offers referred to in Section 4.05(e4.04(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock repurchase program approved by the Board of Directors or otherwise; (ii2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's ’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (iii3) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company or any of its Subsidiaries; (iv4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iiithe preceding clause (3) immediately above and outstanding as of the date the Notes Securities were first issued; (v5) for a change in the par value of the Common Stock; or; (vi6) for accrued and unpaid interest on the NotesSecurities, if any. In addition, the Company will ; or (7) for an event otherwise requiring an adjustment under this Indenture if such event is not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common Stockconsummated.

Limitation on Adjustments. Except as stated in this Section 4.054.04, the Company will not adjust the Conversion Exchange Rate for the issuance of shares of Common Stock Ordinary Shares or any securities convertible into or exchangeable for shares of Common Stock Ordinary Shares or the right to purchase shares of Common Stock Ordinary Shares or such convertible or exchangeable securities. If, however, the application of the formulas in Sections 4.05(a4.04(a) through (e) hereof would result in a decrease in the Conversion Exchange Rate, then, except to the extent of any readjustment to the Conversion Exchange Rate, no adjustment to the Conversion Exchange Rate will be made (other than as a result of a reverse share split or share combination). In addition, notwithstanding without limiting anything to the contrary herein, the Conversion Exchange Rate will not be adjusted: (i) on account of stock share repurchases that are not tender offers referred to in Section 4.05(e4.04(e) hereof, including structured or derivative transactions, the repurchase of shares of Common Stock from Holders or in other open market transactions using the net proceeds the Company derived from the issuance of the Notes, or transactions pursuant to a stock share repurchase program approved by the Guarantor’s Board of Directors or otherwise; (ii) upon the issuance of any shares of Common Stock Ordinary Shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company's Guarantor’s securities and the investment of additional optional amounts in shares of Common Stock Ordinary Shares or ADSs under any plan; (iii) upon the issuance of any shares of Common Stock Ordinary Shares or ADSs or options or rights to purchase those shares Ordinary Shares or ADSs pursuant to any present or future employee, director or consultant benefit plan, program or agreement or employee stock purchase plan of or assumed by the Company Guarantor or any of its Subsidiaries; (iv) upon the issuance of any shares of Common Stock Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in Section 4.05(i)(iii4.04(h)(iii) immediately above and outstanding as of the date the Notes were first issued; (v) for a change in the par value of the Common StockOrdinary Shares; or (vi) for accrued and unpaid interest on the Notes, if any. In addition, the Company will not undertake any transaction that would result in the Company being required, pursuant to this Indenture, to adjust the Conversion Rate such that the Conversion Price per share of Common Stock will be less than the par value of the Common Stock.