Common use of Other Issues at less than Current Market Price Clause in Contracts

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7, if and whenever the Company or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) any other person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will issue any securities which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription at a consideration per Share which is less than the Current Market Price on the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7existing securities, if and whenever the Company Issuer or any Subsidiary of its Subsidiaries the Issuer (otherwise than as mentioned in Sections 4.1.4(4), 4.1.5 (5) or 4.1.6(6) above) or (at the direction or request of or pursuant to any arrangements with the Company Issuer or any of its SubsidiariesSubsidiary) any other company, person or entity (otherwise than as mentioned in Sections 4.1.4(4), 4.1.5 (5) or 4.1.6(6) will above) shall issue any securities (other than the Bonds and the options granted by the Issuer pursuant to its Share Option Schemes) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription forfor or purchase of, or to otherwise acquire, Shares issued or to be issued by the Company Issuer or securities which by their terms may be redesignated Shares receivable upon conversion, exchange exchange, subscription or subscription redesignation at a consideration per Share which is less than 80.1% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issued); B is the number of Shares which the aggregate consideration (if any) receivable by the Company Issuer for the Shares to be issued on or otherwise made available upon conversion or exchange or on exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on or otherwise made available upon conversion or exchange of such securities or on the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will become effective on rate or, as the date case may be, the maximum number of issue of Shares to be issued or to arise or to be made available from any such securitiesredesignation.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7, if and whenever the Company or any of its Subsidiaries subsidiaries (otherwise other than as mentioned that provided in Sections 4.1.4(iv), 4.1.5 or 4.1.6(v) and (vi) above), or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiariessubsidiaries) any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Convertible Notes) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription at a consideration per Share which is less than 95% of the Current Market Price on the date of the announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Rejection Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Rejection Price in force immediately before such issue by the following fraction: where: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will shall become effective on the date of issue of such securitiessecurities or if a record date is set, the day on which the Shares are traded ex-entitlement on the Relevant Stock Exchange.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other existing securities in accordance with the terms applicable to such existing securities themselves falling within the provisions of this Section 4.1.7Condition 6.5(h), if and whenever the Company Issuer or any Subsidiary of its Subsidiaries the Issuer (otherwise than as mentioned in Sections 4.1.4Conditions 6.5(d), 4.1.5 6.5(f) or 4.1.66.5(g) above) or (at the direction or request of or pursuant to any arrangements with the Company Issuer or any of its SubsidiariesSubsidiary) any other company, person or entity (otherwise than as mentioned in Sections 4.1.4Conditions 6.5(d), 4.1.5 6.5(f) or 4.1.66.5(g) will above) shall issue any securities (other than the Warrants and the options granted by the Issuer pursuant to its employee share option schemes) which by their terms of issue carry (directly or indirectly) rights of conversion exercise into, or exchange or subscription forfor or purchase of, or to otherwise acquire, Shares issued or to be issued by the Company Issuer or securities which by their terms may be redesignated Shares receivable upon conversion, exchange exchange, subscription or subscription redesignation at a consideration per Share which is less than 80% of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Exercise Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Exercise Price in force immediately before such issue by the following fraction: where: A is the number of Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into, or rights of exchange or subscription for, or purchase or acquisition of, Shares which have been issued by the Issuer for the purposes of, or in connection with, such issue, less the number of Shares so issued); B is the number of Shares which the aggregate consideration (if any) receivable by the Company Issuer for the Shares to be issued on conversion or otherwise made available upon exercise or exchange or on exercise of the right of subscription or purchase or acquisition attached to such securities or, as the case may be, the Shares would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or otherwise made available upon exercise or exchange of such securities or on the exercise of such rights of subscription or purchase or acquisition attached thereto at the initial conversionexercise, exchange or subscription price or raterate or, as the case may be, the maximum number of Shares to be issued or to arise or to be made available from any such redesignation. Such adjustment will shall become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7Condition 6(c)(7) (Other Issues at less than Current Market Price), if and whenever the Company Issuer or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4Conditions 6(c)(4) (Rights Issues of Shares or Options over Shares), 4.1.5 6(c)(5) (Rights Issues of Other Securities) or 4.1.66(c)(6) (Issues at less than Current Market Price)) or (at the direction or request of or pursuant to any arrangements with the Company Issuer or any of its Subsidiaries) any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company Issuer upon conversion, exchange or subscription at a consideration per Share which is less than the Current Market Price per Share on the date of the first public announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: where: A is the aggregate number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration receivable by the Company Issuer for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or raterate on the issue date of such securities. Such adjustment will shall become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7Clause 4(A)(vii), if and whenever the Company or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4Clauses 4(A)(iv) (Rights Issues of Shares or Options over Shares), 4.1.5 4(A)(v) (Rights Issues of Other Securities) or 4.1.64(A)(vi) (Issues at less than Current Market Price), or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) ), any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Warrants) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription at a consideration per Share which is less than the Current Market Price per Share on the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Subscription Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Subscription Price per Share Price and the Floor Share Price in force immediately before such issue by the following fraction: 𝐴 + 𝐶 where: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration (if any) receivable by the Company for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will shall become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7Condition 6.3(i)(g), if and whenever the Company or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4Conditions 6.3(i)(d), 4.1.5 6.3(i)(e) or 4.1.6) 6.3(i)(f)), or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) ), any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Convertible Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription at a consideration per Share which is less than the Current Market Price per Share on the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Price per Share Price and the Floor Share Price in force immediately before such issue by the following fraction: 𝐴 + 𝐶 where: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration (if any) receivable by the Company for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will shall become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7sub-paragraph (vii), if and whenever the Company or any of its Subsidiaries Subsidiary (otherwise than as mentioned in Sections 4.1.4sub-paragraphs (iv), 4.1.5 (v) or 4.1.6(vi) above), or (at the direction or request of or pursuant to any arrangements with the Company or any of its SubsidiariesSubsidiary) any other person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will shall issue wholly for cash any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares (or grant any such rights in respect of any existing securities so issued) to be issued by the Company upon conversion, exchange or subscription at a consideration per Share which is less than 90 per cent. of the Current Market Price per share on the last dealing day preceding the date of announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted adjusted, by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before prior to such issue (or grant) by the following fraction: fraction:- where: A is the number of Shares in issue immediately before such issueissue (or grant); B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued on upon conversion or subscription for or exchange of or on upon exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on upon conversion into or subscription for exchange of such securities or on upon the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will shall become effective on the date of issue (or grant) of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7, if If and whenever the Company Issuer or any of its Subsidiaries subsidiaries (otherwise than as mentioned in Sections 4.1.4Conditions 5.5.2(a) (Rights Issues of Shares or Options over Shares), 4.1.5 5.5.2(b) (Rights Issues of Other Securities) or 4.1.65.5.2(c) (Issues at less than Current Market Price), or (at the direction or request of or pursuant to any arrangements with the Company Issuer or any of its Subsidiariessubsidiaries) any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Shares to be issued by the Company Issuer upon conversion, exchange or subscription at a consideration per Share which is less than 95% of the Current Market Price per Share on the date of the first public announcement of the terms of issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Conversion Share Price and the Floor Share Price in force immediately before such issue or grant by the following fraction: A + C where: A is the aggregate number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration receivable by the Company Issuer for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or raterate on the issue date of such securities. Such adjustment will shall become effective on the date of issue of such securitiessecurities or, as the case may be, the grant of such rights.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7Condition 5.4(g), if and whenever the issue wholly for cash by the Company or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4Condition 5.4(d), 4.1.5 or 4.1.65.4(e) or (at the direction or request 5.4(f) of or pursuant to any arrangements with the Company or any of its Subsidiaries) any other person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will issue any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription at a consideration per Share (herein referred to in this paragraph (g) as the “issue price”) which is less than the higher of (i) 80 per cent. of the Current Market Price on the date of the announcement of the terms of the issue of such securities and (ii) the Conversion Price in effect on the date of the announcement of the terms of the issue of such securities. In such an event, each of the Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each to an amount equal to the lower of (I) the Conversion Share Price and the Floor Share Price in force immediately before such issue or grant multiplied by the following fraction: where___A + B_ A + C Where: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market Price; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate, and (II) the issue price. Such adjustment will shall become effective on the date of issue of such securities.

Other Issues at less than Current Market Price. Save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this Section 4.1.7Condition 6(c)(vii), if and whenever the Company or any of its Subsidiaries (otherwise than as mentioned in Sections 4.1.4Conditions 6(c)(iv), 4.1.5 6(c)(v) or 4.1.6) 6(c)(vi)), or (at the direction or request of or pursuant to any arrangements with the Company or any of its Subsidiaries) any other company, person (otherwise than as mentioned in Sections 4.1.4, 4.1.5 or 4.1.6) will entity shall issue any securities (other than the Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon on conversion, exchange or subscription at a consideration per Share which is less than 95 per cent. of the Current Market Price on the last Trading Day preceding the date of announcement of the terms of issue of such securities. In such an event, each of the Fixed Conversion Share Price and the Floor Share Price will shall be adjusted by multiplying each of the Fixed Conversion Share Price and the Floor Share Price in force immediately before such issue by the following fraction: whereWhere: A is the number of Shares in issue immediately before such issue; B is the number of Shares which the aggregate consideration (if any) receivable by the Company for the Shares to be issued issued, or otherwise made available, on conversion or exchange or on exercise of the right of subscription attached to such securities would purchase at such Current Market PricePrice per Share; and C is the maximum number of Shares to be issued on conversion or exchange of such securities or on the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate. Such adjustment will shall become effective on the date of issue of such securities.