Common use of Notices to Warrantholders Clause in Contracts

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon any adjustment of (i) the number of Warrant Shares deliverable upon exercise of each Warrant, (ii) the Exercise Price and/or (iii) the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, including any adjustment pursuant to Section 10, the Company, within five (5) Business Days thereafter, shall (x) prepare and, if applicable, cause to be filed with the Warrant Agent, a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, and (y) give, or direct the Warrant Agent to give, written notice and a copy of such certificate to each of the registered Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty (absent its own fraud, gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes to take any action that would require an adjustment pursuant to Section 10 hereof (unless no adjustment is required pursuant to Section 10(l) hereof); (ii) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Shares, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and cause written notice of such event to be given to) each of the Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository, such giving of notice to be completed at least ten (10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of (i) the number of Warrant Shares deliverable purchasable upon exercise of each Warrant, (ii) the Exercise Price and/or or (iii) the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, outstanding including any adjustment pursuant to Section 1012, the Company, within five twenty (520) Business Days thereafter, shall (x) prepare and, if applicable, cause to be filed with the Warrant Agent, Agent a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Warrant Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (y) give, or direct the Warrant Agent to give, give written notice and a copy of such certificate to each of the registered Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 1315. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty (with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent its own fraud, gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (ia) the Company proposes to take any action that would require an adjustment pursuant to Section 10 hereof 12 (unless no adjustment is required pursuant to Section 10(l) hereof12(g);); or (iib) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Shares, . then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to) to each of the Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository, such giving of notice to be completed at least ten (10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, specify the proposed effective date of such action and and, if applicable, the record date and the material terms of such action. The failure to give the notice required by this Section 13 15 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of (i) the number of Warrant Shares deliverable purchasable upon exercise of each Warrant, (ii) the any Exercise Price and/or or (iii) the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, outstanding including any adjustment pursuant to Section 1012, the Company, within five (5) Business Days 20 business days thereafter, shall (x) prepare and, if applicable, cause to be filed with the Warrant Agent, Agent a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such adjustment Exercise Price and setting either the number of Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment, which certificate shall be conclusive evidence of the correctness of the matters set forth in reasonable detail the method of calculation and the facts upon which such adjustment was madetherein, and (y) give, or direct cause the Warrant Agent to give, give written notice and a copy of such certificate to each of the registered Holders holders of the Warrants at such Holderholder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 1315. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty (absent its own fraud, gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes to take any action that would require an adjustment pursuant to Section 10 hereof (unless no adjustment is required pursuant to Section 10(l) hereof); (ii) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Shares, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and cause written notice of such event to be given to) each of the Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository, such giving of notice to be completed at least ten (10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii)each case, at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii)absent gross negligence, any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website bad faith or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithwillful misconduct.

Notices to Warrantholders. Except as provided in Section 10(o(a) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of the Exercise Price or number of Warrant Shares issuable pursuant to Section 11 hereof, the Company shall as promptly as practicable (x) give a written certificate of the Company to the Warrant Agent of such adjustment or adjustments which certificate shall set forth (i) the number of Warrant Shares deliverable issuable upon the exercise of each Warranta Warrant and the Exercise Price after such adjustment, (ii) a brief statement of the Exercise Price and/or facts requiring such adjustment, (iii) the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, including any adjustment pursuant to Section 10, the Company, within five (5) Business Days thereafter, shall (x) prepare and, if applicable, cause to be filed with the Warrant Agent, a certificate signed computation by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, and (y) give, or direct the Warrant Agent cause to give, written notice and a copy of such certificate be given to each of the registered Holders of the Warrant Certificates at such Holder’s his address appearing on the Warrant RegisterRegister written notice of such adjustments by first-class mail, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13postage prepaid. The Warrant Agent shall be fully protected in relying entitled to rely on the above-referenced certificate(s) and shall be under no duty or responsibility with respect to any such certificate and in making certificate(s), except to exhibit the same from time to time to any adjustment described therein and shall have no duty (absent its own fraud, gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificateHolder desiring an inspection thereof during reasonable business hours. For the avoidance of doubt, the The Warrant Agent shall not have at any time be under any duty or obligation responsibility to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes any Holder to take determine whether any action facts exist that would may require an any adjustment pursuant to Section 10 hereof (unless no adjustment is required pursuant to Section 10(l) hereof); (ii) there shall be a dissolution, liquidation or winding up of the Company (number of Warrant Shares or other than in connection with a consolidation, merger stock or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Shares, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and cause written notice of such event to be given to) each property issuable on exercise of the Holders at such Holder’s address appearing on Warrants or the Warrant RegisterExercise Price, for further delivery to owners of beneficial interests in Global Warrants in accordance or with the policies and procedures of the Depository, such giving of notice to be completed at least ten (10) Business Days prior respect to the effective date nature or extent of any such action adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website kind or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity amount) of any action, distribution, right, warrant, dissolution, liquidation Warrant Shares or winding up other stock or the vote upon or any other action taken in connection therewith.property which may be issuable on

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of (i) the number of Warrant Shares deliverable purchasable upon exercise of each Warrant, (ii) the Exercise Price and/or or (iii) the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercisedoutstanding, including any adjustment pursuant to Section 1011, the Company, within five (5) 20 Business Days thereafter, shall (x) prepare and, if applicable, cause to be filed with the Warrant Agent, Agent a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Warrant Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (y) give, or direct the Warrant Agent to give, give written notice and a copy of such certificate to each of the registered Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 1314. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty (with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent its own fraud, gross negligencerecklessness, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes to take any action that would require an adjustment pursuant to Section 10 11 hereof (unless no adjustment is required pursuant to Section 10(l11(g) hereof);; or (ii) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Shares, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to) to each of the Holders at such Holder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depository, such giving of notice to be completed at least ten (10) 10 Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, specify the proposed effective date of such action and and, if applicable, the record date and the material terms of such action. The failure to give the notice required by this Section 13 14 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of (i) the number of Warrant Shares deliverable shares of Common Stock purchasable upon exercise of each Warrant, (ii) the any Exercise Price and/or (iii) or the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, outstanding including any adjustment pursuant to Section 102 thereof, the Company, within five (5) Business Days one business day thereafter, shall (xi) prepare and, if applicable, cause to be filed with the Warrant Agent, Agent a certificate signed by an Appropriate of the Chief Financial Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (yii) give, or direct the Warrant Agent cause to give, written notice and a copy of such certificate be given to each of the registered Holders holders of the Warrant Certificates at such Holderholder’s address appearing on the Warrant Register, for further delivery to owners written notice of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depositorysuch adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 1314. The Warrant Agent shall be fully protected If any of the events set forth in relying on any such certificate and in making any adjustment described therein and shall have no duty (absent its own fraud, gross negligence, bad faith Sections 3 or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree 4 of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes to take any action that would require an adjustment pursuant to Section 10 hereof (unless no adjustment is required pursuant to Section 10(l) hereof); (ii) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Sharesoccur, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to) to each of the Holders registered holders of the Warrant Certificates at such Holderholder’s address appearing on the Warrant Register, for further delivery to owners of beneficial interests by first-class mail, postage prepaid, as set forth in Global Warrants in accordance with the policies and procedures Section 9 of the Depository, such giving of notice to be completed at least ten (10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithWarrant.

Notices to Warrantholders. Except as provided in Section 10(o) with respect to Fundamental Transaction Notice Procedures, upon Upon any adjustment of (i) the number of Warrant Shares deliverable shares of Common Stock purchasable upon exercise of each Warrant, (ii) the any Exercise Price and/or (iii) or the number or amount, as applicable, and type, of securities, or other property for which Warrants may be exercised, outstanding including any adjustment pursuant to Section 102 thereof, the Company, within five (5) Business Days one business day thereafter, shall (xi) prepare and, if applicable, cause to be filed with the Warrant Agent, Agent a certificate signed by an Appropriate of the Chief Financial Officer of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (yii) give, or direct the Warrant Agent cause to give, written notice and a copy of such certificate be given to each of the registered Holders holders of the Warrant Certificates at such Holder’s holder's address appearing on the Warrant Register, for further delivery to owners written notice of beneficial interests in Global Warrants in accordance with the policies and procedures of the Depositorysuch adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 1314. The Warrant Agent shall be fully protected If any of the events set forth in relying on any such certificate and in making any adjustment described therein and shall have no duty (absent its own fraud, gross negligence, bad faith Sections 3 or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree 4 of a court of competent jurisdiction)) with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. For the avoidance of doubt, the Warrant Agent shall not have any duty or obligation to investigate, verify or confirm the accuracy or completeness of such certificate. If: (i) the Company proposes to take any action that would require an adjustment pursuant to Section 10 hereof (unless no adjustment is required pursuant to Section 10(l) hereof); (ii) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or (iii) the Company provides any notices to holders of its Ordinary Sharesoccur, then the Company shall give notice to (or, if applicable, cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to) to each of the Holders registered holders of the Warrant Certificates at such Holder’s holder's address appearing on the Warrant Register, for further delivery to owners of beneficial interests by first-class mail, postage prepaid, as set forth in Global Warrants in accordance with the policies and procedures Section 9 of the Depository, such giving of notice to be completed at least ten (10) Business Days prior to the effective date of such action (or the applicable record date for such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s ▇▇▇▇▇ filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 13. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. The failure to give the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithWarrant.