Common use of New Securities Clause in Contracts

New Securities. Notwithstanding anything to the contrary in this Article III, the Participation Rights Holder’s participation right under this Article III shall not apply to, and “New Securities” shall not include, the following allotments and issuances of Equity Securities: (i) options, grants, awards, restricted shares or any other Ordinary Shares or Ordinary Share Equivalents issued under the Existing Share Incentive Scheme or any other employee share incentive scheme(s) approved pursuant to Section 2.04 of the Voting Agreement (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (ii) Ordinary Shares issued upon the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with the Term Sheet, and the Senior Preferred Shares or Class A Ordinary Shares issued upon exercise of such warrant; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (v) Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event that has been approved in accordance with Section 2.04 of the Voting Agreement; and (vi) other than to the extent covered above in sub-clauses (i) and (ii), Ordinary Shares or ADSs issued upon the conversion or exercise of any Ordinary Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation rights set forth in this Article III (in each case, pursuant to the terms of the relevant Ordinary Share Equivalents as unmodified).

New Securities. Notwithstanding anything to the contrary in this Article III, the Participation Rights HolderInvestor’s participation right under this Article III shall not apply to, and “New Securities” shall not include, the following allotments and issuances of Equity Securities: (i) options, grants, awards, restricted shares or any other Ordinary Shares or Ordinary Share Equivalents issued under the Existing Share Incentive Scheme or any other employee share incentive scheme(s) approved pursuant to Section 2.04 of the 2021 Voting Agreement and Section 2.04 of the 2022 Voting Agreement (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (ii) Ordinary Shares issued upon the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with pursuant to the Term Sheet, Subscription Agreement and the Senior Preferred Shares or Class A Ordinary Shares issued 2021 Subscription Agreement and upon exercise of such warrantthe Warrants; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (v) Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event that has been approved in accordance with Section 2.04 of the 2021 Voting Agreement and Section 2.04 of the 2022 Voting Agreement; and (vi) other than to the extent covered above in sub-clauses (i) and (ii), Ordinary Shares or ADSs issued upon the conversion or exercise of any Ordinary Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation rights set forth in this Article III (in each case, pursuant to the terms of the relevant Ordinary Share Equivalents as unmodified).

New Securities. Notwithstanding anything to the contrary in this Article III, the Participation Rights HolderInvestor’s participation right under this Article III shall not apply to, and “New Securities” shall not include, the following allotments and issuances of Equity Securities: (i) options, grants, awards, restricted shares or any other Ordinary Shares or Ordinary Share Equivalents issued under the Existing Share Incentive Scheme or any other employee share incentive scheme(s) approved pursuant to Section 2.04 of the Voting Agreement (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (ii) Ordinary Shares issued upon the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with pursuant to the Term Sheet, Subscription Agreement and the Senior Preferred Shares or Class A Ordinary Shares issued upon exercise of such warrantthe Warrants; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (v) Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event that has been approved in accordance with Section 2.04 of the Voting Agreement; and (vi) other than to the extent covered above in sub-clauses (i) and (ii), Ordinary Shares or ADSs issued upon the conversion or exercise of any Ordinary Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation rights set forth in this Article III (in each case, pursuant to the terms of the relevant Ordinary Share Equivalents as unmodified).

New Securities. Notwithstanding anything to the contrary in this Article III, the Participation Rights Holder’s participation right under this Article III shall not apply to, and “New Securities” shall not include, the following allotments and issuances of Equity Securities: The (i) options, grants, awards, restricted shares or any other Ordinary Shares or Ordinary Share Equivalents of New Tracking Stock to be issued under the Existing Share Incentive Scheme this Agreement or any other employee share incentive scheme(s) approved pursuant to Section 2.04 upon exercise of the Voting Agreement (collectivelyWarrants, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (ii) Ordinary Shares issued upon the termination shares of the Company’s American Depositary Receipts program Current Wireless Tracking Stock into which such shares of New Tracking Stock are converted or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with the Term Sheet, and the Senior Preferred Shares or Class A Ordinary Shares be issued upon exercise of such warrant; the Warrants, (iii) AT&T Wireless Common Stock into which the Current Wireless Tracking Stock (received as a result of the conversion of the New Tracking Stock) shall be exchanged in the Spin-off, (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; Warrants and (v) Equity Securities shares of AT&T Wireless Common Stock issuable upon exercise of the Company issued in connection Warrants following the Spin-off have been duly authorized by all requisite corporate action on the part of AT&T (with any share splitrespect to securities of AT&T), share dividend, reclassification or other similar event that has been approved in accordance with Section 2.04 than the filing of the Voting Agreement; and (vi) other than Certificate of Amendment to the extent covered above in sub-clauses (i) and (ii), Ordinary Shares or ADSs issued upon the conversion or exercise Certificate of any Ordinary Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation rights set Incorporation setting forth in this Article III (in each case, pursuant to the terms of the relevant Ordinary Share Equivalents New Tracking Stock, and prior to the Closing (in the case of the Warrants) or prior to the Spin-off (in the case of AT&T Wireless Common Stock), shall have been duly authorized by all requisite corporate action on the part of AT&T Wireless (with respect to securities of AT&T Wireless), and all such securities shall be, when issued, validly issued and outstanding, fully paid and nonassessable, and shall not be subject to any preemptive rights of the holders of any other class or series of the capital stock of AT&T or of AT&T Wireless, as unmodifiedthe case may be, except as provided in this Agreement or the Investor Agreement. Upon the issuance of any such Securities, such Securities shall be free and clear of all Liens of any nature whatsoever, with the exception of any restrictions on transferability set forth in the Investor Agreement or under the Securities Act or any securities laws of any jurisdiction. As of November 30, 2000, and based on the number of shares of outstanding Current Wireless Tracking Stock and options as of October 31, 2000 (using the treasury method), the shares of New Tracking Stock to be issued to DoCoMo (not including those shares issuable upon exercise of the Warrants) would, upon issuance, constitute 16.000% of the voting and economic interest in the Wireless Group. Based upon the number of shares of outstanding Current Wireless Tracking Stock and options as of October 31, 2000 (using the treasury method), upon conversion of the New Tracking Stock in the Spin-off, the AT&T Wireless Common Stock issued in respect thereof would, upon issuance constitute 16.000% of the voting and economic interest in AT&T Wireless (without giving effect to the Warrants, the issuance of any shares of Current Wireless Tracking Stock upon exercise thereof or the issuance of any other new economic interests with respect to the Wireless Group or AT&T Wireless after November 30, 2000).

New Securities. Notwithstanding anything to “New Securities” shall mean any Series A Preferred Shares, any Series A-1 Preferred Shares, any Series B Preferred Shares, any Series C Preferred Shares, any other shares of the contrary in this Article IIICompany designated as “preferred shares,” Common Shares or other voting shares of the Company, the Participation Rights Holder’s participation right under this Article III shall not apply towhether now authorized or not, and rights, options or warrants to purchase such Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or other preferred shares, Common Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, other preferred shares, Common Shares or other voting shares, provided, however, that the term “New Securities” shall not include: (a) in the aggregate up to 92,197,949 Common Shares (and/or options or warrants therefore) issued to employees, the following allotments and issuances of Equity Securities: (i) optionsofficers, grantsdirectors, awardscontractors, restricted shares advisors or any other Ordinary Shares or Ordinary Share Equivalents issued under the Existing Share Incentive Scheme or any other employee share incentive scheme(s) approved pursuant to Section 2.04 of the Voting Agreement (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (ii) Ordinary Shares issued upon the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with the Term Sheet, and the Senior Preferred Shares or Class A Ordinary Shares issued upon exercise of such warrant; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (v) Equity Securities consultants of the Company or its Subsidiaries pursuant to incentive agreements or incentive plans adopted by the Company; (b) any Warrant Shares, Conversion Shares or Series A Preferred Shares issued under and in accordance with the Series A Share Purchase Agreement; (c) any Conversion Shares or Series B Preferred Shares issued under and in accordance with the Series B Share Purchase Agreement; (d) any Conversion Shares or Series C Preferred Shares issued under and in accordance with the Series C Share Purchase Agreement; (e) any securities issued in connection with any share split, share dividend, reclassification dividend or other similar event that has which shall have been approved in accordance with Section 2.04 of the Voting Agreement6 below; and (vif) other than to the extent covered above in sub-clauses (i) and (ii), Ordinary Shares or ADSs any securities issued upon the exercise, conversion or exercise exchange of any Ordinary Share Equivalents outstanding as securities if such outstanding security constituted a New Security provided that the initial issuance of such New Security shall have complied with the date terms of this Agreement or Section 4 and have been approved in accordance with Section 6 below; (g) any securities issued subsequent to the date of this Agreement in compliance with the participation rights set forth in this Article III (in each case, pursuant to the terms acquisition of another corporation or entity by the Company (in a bona-fide non-financing transaction) by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, a majority of the relevant Ordinary Share Equivalents as unmodified).assets, voting power, or equity ownership of such other corporation or entity which shall have been approved in accordance with Section 6 below; or (h) any securities offered in a Qualified IPO. 4.4

New Securities. Notwithstanding anything to the contrary in this Article IIISection 5, the Participation Rights HolderInvestor’s participation pre-emptive right under this Article III Section 5 shall not apply to, and “New Securities” shall not include, the following allotments and an issuances of Equity Securities: (ia) options, grants, awards, restricted shares or any other Ordinary Shares or Ordinary Share Equivalents issued under the Existing Share Incentive Scheme existing employee equity incentive plan or any other any employee share incentive scheme(splan(s) approved pursuant to Section 2.04 of by the Voting Agreement Board (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (iib) Ordinary Shares issued upon pursuant to the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with the Term Sheet, and the Senior Preferred Shares or Class A Ordinary Shares issued upon exercise of such warrant; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (vc) Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event that has been duly approved by the Board; (d) Ordinary Shares or ADSs issued in accordance with Section 2.04 of the Voting Agreementany public offering; and (vie) other than to the extent covered above in sub-clauses (ia) and (iib), Ordinary Shares or ADSs issued upon the conversion or exercise of any Ordinary Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation pre-emptive rights set forth in this Article III Section 5 (in each case, pursuant to the terms of the relevant Ordinary Share Equivalents as unmodified).

New Securities. Notwithstanding anything to the contrary in this Article IIISection 3, the Participation Rights HolderMajor Investor’s participation pre-emptive right under this Article III Section 3 shall not apply to, and “New Securities” shall not include, the following allotments and an issuances of Equity Securities: (ia) options, grants, awards, restricted shares or any other Ordinary Common Shares or Ordinary Common Share Equivalents issued under the Existing Share Incentive Scheme existing employee equity incentive plan or any other any employee share incentive scheme(splan(s) approved pursuant to Section 2.04 of by the Voting Agreement Board (collectively, “Company Options”), and Equity Securities upon the exercise or conversion of any Company Options; (iib) Ordinary Common Shares issued upon pursuant to the termination of the Company’s American Depositary Receipts program or the termination, cancelation or exchange of any ADSs by the holders thereof; (iii) the warrant to subscribe for Senior Preferred Shares or Class A Ordinary Shares issued in connection with the Term Sheet, and the Senior Preferred Shares or Class A Ordinary Shares issued upon exercise of such warrant; (iv) Conversion Shares issued upon conversion of Senior Preferred Shares; (vc) Equity Securities of the Company issued in connection with any share split, share dividend, reclassification or other similar event that has been duly approved by the Board; (d) Common Shares or ADSs issued in accordance with Section 2.04 of the Voting Agreementany public offering; and (vie) Common Shares issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity, in any case, duly approved by the Board; (f) other than to the extent covered above in sub-clauses (ia) and (iib), Ordinary Common Shares or ADSs issued upon the conversion or exercise of any Ordinary Common Share Equivalents outstanding as of the date of this Agreement or issued subsequent to the date of this Agreement in compliance with the participation pre-emptive rights set forth in this Article III Section 3 (in each case, pursuant to the terms of the relevant Ordinary Common Share Equivalents as unmodified).