Common use of No Adjustments Clause in Contracts

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of Common Units or any securities convertible into or exchangeable for Common Units or the right to purchase Common Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any Common Units pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the Company’s securities and the investment of additional optional amounts in Common Units under any plan; (ii) upon the issuance of any Common Units or options or rights to purchase those units pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any Common Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any Common Units pursuant to an open-market unit repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.05; or (v) for accrued and unpaid Special Interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental Change, (ii) prior to the Close of Business on the Conversion Date, and (iii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining what number of Common Units a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Units Stock or any securities convertible into or exchangeable for shares of Common Units Stock or the right to purchase shares of Common Units Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Units Stock pursuant to any present or future plan providing for the reinvestment of distributions dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Units Stock under any plan; (ii) upon the issuance of any shares of Common Units Stock or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Units Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Units Stock pursuant to an open-market unit share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.0511.05; (v) solely for a change in the par value of Common Stock; or (vvi) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iiiiv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Units Stock a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of Common Units or any securities convertible into or exchangeable for Common Units or the right to purchase Common Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any Common Units pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the Company’s securities and the investment of additional optional amounts in Common Units under any plan; (ii) upon the issuance of any Common Units or options or rights to purchase those units pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any Common Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any Common Units pursuant to an open-market unit repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.05; or (v) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental Change, (ii) prior to the Close of Business on the Conversion Date, and (iii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining what number of Common Units a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of the Common Units Stock or any securities convertible into or exchangeable for shares of the Common Units Stock or the right to purchase shares of the Common Units Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of the Common Units Stock pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the Company’s securities and the investment of additional optional amounts in the Common Units Stock under any plan, including, without limitation, the Southern Investment Plan; (ii) upon the issuance of any shares of the Common Units Stock, stock units or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any shares of the Common Units Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Series 2023A Notes were first issued; (iv) solely for a change in the par value of the Common Stock or a change in the Company’s jurisdiction of incorporation; (v) for a third party tender offer or exchange offer by any party other than a tender offer or exchange offer by one or more of the Company’s Subsidiaries; (vi) upon the repurchase of any shares of the Common Units Stock pursuant to an open-market unit share repurchase program or other buy-back transaction transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.052.05 hereof; or (vvii) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental Change, (ii) prior to the Close of Business on the Conversion Date, and (iii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Series 2023A Note, and (iv) on September 15, 2025. In addition, the Company shall not account for such deferrals when determining what number of shares of Common Units Stock a Holder would have held on a given day had it converted its Series 2023A Notes.

No Adjustments. Except as stated herein, Specified adjustment events 20.1 No adjustment shall be made to the Company will not adjust the Conversion Rate for the issuance Gross Number of Common Units or any securities convertible into or exchangeable for Common Units or the right to purchase Common Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance units of any Common Units Ordinary Stock other than pursuant to any present or future plan providing for the reinvestment provisions of distributions or interest payable on the Company’s securities Conditions 16 to Condition 19 of Part 2 of these Terms and the investment of additional optional amounts in Common Units under any plan; (ii) upon the issuance of any Common Units or options or rights to purchase those units pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any Common Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior Conditions. 20.2 No adjustment shall be made to the date the Notes were first issued; (iv) upon the repurchase Gross Number of any Common Units pursuant to an open-market unit repurchase program or other buy-back transaction that is not a tender offer or exchange offer units of the nature described under clause (e) of Section 12.05; or (v) for accrued and unpaid Special Interest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless Ordinary Stock where such adjustment would require an increase or decrease represent less than 0.01 per cent. of at least one percent; provided, however, that any such minor adjustments that are the aggregate Gross Number of units of Ordinary Stock in respect of which the aggregate Warrants may be exercised. Any adjustment which is by the preceding sentence of this Condition 20.2 of Part 2 of these Terms and Conditions not required to be made will shall be carried forward and taken into account included in any subsequent adjustment if the combined effect of the implementation of such adjustments would represent 0.01 per cent. or more of the aggregate Gross Number of units of Ordinary Stock in respect of which the aggregate Warrants may be exercised. For the avoidance of doubt, where any adjustment to the Gross Number of units of Ordinary Stock results in something other than an integral number, such number shall not be rounded upwards or downwards for the purposes of these Terms and Conditions and shall be carried forward and included in any subsequent adjustment. 20.3 Except as provided in Condition 10.3 of Part 1 of these Terms and Conditions, and provided, further, that any such no adjustment of less than one percent that has not been made shall be made to the Gross Number of units of Ordinary Stock where units of Ordinary Stock or other securities (iincluding rights, warrants or options) upon are issued, offered, exercised, allotted, appropriated, modified or granted any Corporate Event becoming effective. 20.4 If one event which gives rise to an adjustment to the occurrence Gross Number of units of Ordinary Stock under Conditions 16 (Capital Distributions) to 19 (units of Ordinary Stock, Rights and Ordinary Stock-Related Securities Issued to Stockholders) of Part 2 of these Terms and Conditions is such as would be capable of falling within more than one of those Conditions, it shall fall within the first of the effective date for any Make-Whole Fundamental Change, (ii) prior applicable Conditions to the Close exclusion of Business on the Conversion Dateremaining Conditions, and (iii) prior unless expressly stated to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining what number of Common Units a Holder would have held on a given day had it converted its Notescontrary therein.

No Adjustments. Except as stated hereinNotwithstanding anything in clauses (a), the Company will not adjust the Conversion Rate for the issuance (b), (c), (d) and (e) of Common Units or any securities convertible into or exchangeable for Common Units or the right to purchase Common Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoingthis Section 11.05, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of Common Units Stock pursuant to any present or future plan providing for the reinvestment of distributions dividends or interest payable on the CompanyParent Guarantor’s securities and the investment of additional optional amounts in shares of Common Units Stock under any plan; (ii) upon the issuance of any shares of Common Units Stock or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Parent Guarantor or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Units Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Units Stock pursuant to an open-market unit share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.0511.05; (v) solely for a change in the par value of Common Stock; or (vvi) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of (i) the effective date for any Make-Whole Fundamental Change, (ii) in the case of any Note to which Physical Settlement applies or to which Cash Settlement applies following a replacement of Common Stock by the Reference Property consisting solely of cash, prior to the Close of Business on the Conversion Date, (iii) in the case of any Note to which Cash Settlement or Combination Settlement applies (other than as described in clause (ii) above), prior to the Open of Business on the first VWAP Trading Day of the applicable Observation Period and each subsequent VWAP Trading Day of the Observation Period, and (iiiiv) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of shares of Common Units Stock a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of the Common Units Stock or any securities convertible into or exchangeable for shares of the Common Units Stock or the right to purchase shares of the Common Units Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will not be adjusted (i) upon the issuance of any shares of the Common Units Stock pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the Company’s securities and the investment of additional optional amounts in the Common Units Stock under any plan, including, without limitation, the Southern Investment Plan; (ii) upon the issuance of any shares of the Common Units Stock, stock units or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any shares of the Common Units Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Series 2024A Notes were first issued; (iv) solely for a change in the par value of the Common Stock or a change in the Company’s jurisdiction of incorporation; (v) for a third party tender offer or exchange offer by any party other than a tender offer or exchange offer by one or more of the Company’s Subsidiaries; (vi) upon the repurchase of any shares of the Common Units Stock pursuant to an open-market unit share repurchase program or other buy-back transaction transaction, including structured or derivative transactions, that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.052.05 hereof; or (vvii) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental Change, (ii) prior to the Close of Business on the Conversion Date, and (iii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Series 2024A Note, and (iv) on March 15, 2027. In addition, the Company shall not account for such deferrals when determining what number of shares of Common Units Stock a Holder would have held on a given day had it converted its Series 2024A Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of Common Units or any securities convertible into or exchangeable for Common Units or the right to purchase Common Units or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Rate will 000-0000-0000/13/AMERICAS not be adjusted (i) upon the issuance of any Common Units pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the Company’s securities and the investment of additional optional amounts in Common Units under any plan; (ii) upon the issuance of any Common Units or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (iii) upon the issuance of any Common Units pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and (A) outstanding as of the date the Notes were first issued, or (B) that the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any Common Units pursuant to an open-market unit share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.05; or (v) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental Change, (ii) prior to the Close of Business on the Conversion DateRate, and (iii) prior to the Close of Business on any other date on which the Conversion Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. In addition, the Company shall not account for such deferrals when determining whether any of the conditions to conversion have been satisfied or what number of Common Units a Holder would have held on a given day had it converted its Notes.

No Adjustments. Except as stated herein, the Company will not adjust the Conversion Exchange Rate for the issuance of shares of Common Units Stock or any securities convertible into or exchangeable for shares of Common Units Stock, including equity units, or the right to purchase shares of Common Units Stock or such convertible or exchangeable securities. In addition, notwithstanding the foregoing, the Conversion Exchange Rate will not be adjusted (i) upon the issuance of any shares of Common Units Stock pursuant to any present or future plan providing for the reinvestment of distributions or interest payable on the CompanyParent’s securities and the investment of additional optional amounts in shares of Common Units Stock under any plan; (ii) upon the issuance of any shares of Common Units Stock or options or rights to purchase those units shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company Parent or any of its Subsidiaries; (iii) upon the issuance of any shares of Common Units Stock pursuant to any option, warrant, right or exercisable, convertible or exchangeable or convertible security not described in the preceding clause (ii) ), including equity units, and (A) outstanding as of the date the Notes were first issued, or (B) that the Parent or the Company has agreed to issue on or prior to the date the Notes were first issued; (iv) upon the repurchase of any shares of Common Units Stock pursuant to an open-market unit share repurchase program or other buy-back transaction that is not a tender offer or exchange offer of the nature described under clause (e) of Section 12.05; or (v) for accrued and unpaid Special Interestinterest, if any. Notwithstanding anything to the contrary herein, the Company will not be required to adjust the Conversion Exchange Rate unless such adjustment would require an increase or decrease of at least one percentpercent in the Exchange Rate; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made (i) upon the occurrence of the effective date for any Make-Whole Fundamental ChangeChange Effective Date, (ii) prior to the Close of Business on the Conversion Date, any Exchange Date and (iii) prior to the Close of Business on any other date referred to in this Indenture on which the Conversion Exchange Rate is referred to for purposes of determining the consideration deliverable upon settlement of a Note. Note.2 In addition, for the Company shall not account purpose of determining (i) whether any Holder participates (as a result of holding the Notes, and at the same time as the holders of the shares of Common Stock participate) in any of the transactions described in Section 12.05 (other than in the case of a Common Stock split or Common Stock combination or a tender or exchange offer), as if such Holder held, for such deferrals when determining what each $1,000 principal amount of Notes held, a number of shares of Common Units a Holder would have held on a given day had it converted Stock equal to the Exchange Rate, without having to exchange its Notes., as referred in, and