Common use of Methodology for Calculations Clause in Contracts

Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Company Stock or Voting Securities and the number of shares of Company Stock or Voting Securities Beneficially Owned by Investor as of any date, any shares of Company Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded. (b) For purposes of this Agreement, all determinations of the amount of outstanding Voting Securities shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by the Company with the Commission, unless the Company shall have updated such information by delivery of written notice to Investor specifying such actual number of Voting Securities outstanding. The Company shall provide such a written notice promptly upon a request by Investor. (c) Whenever this Agreement references a specific number of Voting Securities or shares of any class thereof, then if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such class of Voting Securities, or shall subdivide, split or combine the then-outstanding number of such Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, then all references to such specific number of Voting Securities shall be deemed, for all purposes of this Agreement, to refer to the number of Voting Securities equal to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such event, subject to further adjustment in accordance with this sentence upon any subsequent such dividend, subdivision, split, combination or reclassification.

Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Company Stock or Voting Securities and the number of shares of Company Stock or Voting Securities Beneficially Owned by Investor as of any date, any shares of Company Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded. (b) For purposes of this Agreement, all determinations (x) the Transfer of a Voting Share Equivalent shall be treated as the Transfer of the Voting Shares into which such Voting Share Equivalent can be converted, exchanged or exercised and (y) the conversion, exchange or exercise of a Voting Share Equivalent into Voting Shares and the exchange of Exchangeable Shares into American Depositary Shares or Ordinary Shares shall be deemed to not be a Transfer. For purposes of calculating the amount of outstanding Voting Securities Shares as of any date and the amount of Voting Shares Beneficially Owned by any Person as of any date, the amount of any Voting Shares shall be based equal to the number of votes such Voting Shares shall then entitle the holder thereof to cast in an election for members of the Board (assuming that all Voting Shares were voted in such election) and disregarding (x) any Voting Shares held by the Company or its Affiliates and (y) any limitation on information set forth in the voting rights of the holders of Voting Shares that is dependent on the number of Voting Shares voted). For all purposes hereunder, the Shareholders shall be entitled to rely on the most recent quarterly or annual report, and publicly available information regarding the number of outstanding Voting Shares as of any current report subsequent thereto, filed by the Company with the Commission, date of determination (unless the Company shall have in fact provided the Shareholders with more updated such information by delivery information). Shareholders who hold Exchangeable Shares shall not be obligated to first exercise the exchange right pertaining thereto in connection with a Right of written notice to Investor specifying such actual number of Voting Securities outstanding. The Company shall provide such a written notice promptly upon First Offer Transfer or a request by Investor. (c) Whenever this Agreement references a specific number for registration of Voting Registrable Securities hereunder; provided, however, that "Current Market Value", "Offer Price" or shares of any class thereof"Specified Price", then if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such class of Voting Securities, or shall subdivide, split or combine the then-outstanding number of such Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, then all references to such specific number of Voting Securities shall be deemedas applicable, for all purposes of this Agreement, to refer Section 3.02 shall nonetheless be determined with reference to the number of Voting Securities equal Ordinary Shares underlying such Exchangeable Shares if such Ordinary Shares are the securities proposed to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such event, subject to further adjustment in accordance with this sentence upon any subsequent such dividend, subdivision, split, combination or reclassification.transferred. 14 10

Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Company Common Stock or Voting Securities and the number of shares of Company Common Stock or Voting Securities Beneficially Owned by Investor an R Party or TD as of any date, any shares of Company Common Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded. (b) For purposes of this Agreement, all determinations of the amount of outstanding Voting Securities shall be based on information set forth in the most recent quarterly or annual report, and any current report subsequent thereto, filed by the Company with the Commission, unless the Company shall have updated such information by delivery of written notice to Investor TD and each R Party specifying such actual number of Voting Securities outstanding. The Company ; provided, however, that prior to the Closing, solely for purposes of determining compliance by the R Parties with Section 2.1 hereof, such number of outstanding Voting Securities shall provide be deemed to be the actual number of Voting Securities (as determined pursuant to such a written notice promptly upon a request by Investorreport or updated notification) plus 193,600,000. (c) Whenever this Agreement references a specific number of Voting Securities or shares of any class thereofthereof (including with respect to the obligations of the Company pursuant to Section 5.3), then if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such class of Voting Securities, or shall subdivide, split or combine the then-outstanding number of such Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, then all references to such specific number of Voting Securities shall be deemed, for all purposes of this Agreement, to refer to the number of Voting Securities equal to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such event, subject to further adjustment in accordance with this sentence upon any subsequent such dividend, subdivision, split, combination or reclassification.