Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing.
(b) Neither the Exercise Price nor the Number of Warrants for any Warrant Certificate will be adjusted:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) for a change in the par value of the Common Stock.
(c) In no event will the Company adjust the Exercise Price or make a corresponding adjustment to the Number of Warrants for any Warrant Certificate to the extent that the adjustment would reduce the Exercise Price below the par value per share of Common Stock.
(d) No adjustment shall be made to the Exercise Price or the Number of Warrants for any Warrant Certificate for any of the transactions described in Section 5.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on the same basis as holders of Common Stock and with notice that the Board of Directors determines in good faith to be fair and appropriate.
(e) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Warrants for any Warrant Certificate, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) annually, on each anniversary of the Closing Date, (ii) immediately prior to the time of any exercise, and (iii) five Business Days prior to the Expiration Date, unless, in each case, such adjustment has already been made.
(f) If the Company takes a record of the holders of Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then thereafter no adjustment to the Exercise Price or t...
Restrictions on Adjustments. Except as a result of a reverse share split or a share combination subject to Section 8.05(a), and except for readjustments pursuant to the last paragraph of Section 8.05(a), readjustments pursuant to the penultimate paragraph of Section 8.05(b), readjustments pursuant to the last paragraph of Section 8.05(c)(i), readjustments pursuant to the penultimate paragraph of Section 8.05(c)(ii) and readjustments pursuant to Section 8.05(d), in no event will the Conversion Rate be adjusted downward pursuant to Section 8.05(a), (b), (c), (d) or (e). In addition, notwithstanding anything to the contrary elsewhere in this Note, the Conversion Rate will not be adjusted:
(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;
(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those 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 Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause and outstanding as of the date of the Issue Date;
(iv) upon the repurchase of any shares of Common Stock pursuant to an open-market share repurchase program or other buy-back transaction that is not a tender offer or exchange offer subject to Section 10.05(e);
(v) for a change in the par value of the Common Stock; or
(vi) for accrued and unpaid interest.
Restrictions on Adjustments. (a) Except in accordance with Section 4.01 and Section 4.02, the Exercise Price and the Number of Put Options will not be adjusted for the issuance of Common Stock or ADSs, for any dividend or distribution in respect of the Common Stock or ADSs or any other transaction or event relating to or affecting the Common Stock or ADSs.
(b) No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Put Options, unless the adjustment would result in a change of at least 1% of the Exercise Price.
Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 4.05(i)(1)-(9) of the Indenture will constitute a Potential Adjustment Event, Merger Event or Tender Offer, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise; provided that, notwithstanding the foregoing, if an event listed in Section 4.05(i)(6) of the Indenture constitutes a “Common Stock Change Event” (as defined in the Indenture), the Consequence of Merger Events hereunder shall apply. Additional Disruption Events: Change in Law: Applicable; provided that (i) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” and (ii) Section 12.9(a)(ii)(X) of the Equity Definitions is hereby amended by replacing the word “Shares” with the phrase “Hedge Positions”. Failure to Deliver: Not Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer.
Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the following events will constitute a Potential Adjustment Event, Merger Event or Tender Offer (as such terms are defined in the Equity Definitions, as amended by this Confirmation), and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise:
(i) the issuance of any Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of Counterparty and the investment of additional optional amounts in Shares under any plan;
(ii) the issuance of any Shares or options or rights to purchase Shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by Counterparty or any of its subsidiaries;
(iii) the repurchase by Counterparty of Shares pursuant to an open-market Share repurchase program or other buy-back transaction that is not a tender offer or exchange offer;
(iv) the issuance of any Shares pursuant to any right, option, warrant or exercisable, exchangeable or convertible security not described in clauses (i) through (iii) above and outstanding as of the Trade Date; or
(v) solely for a change in the par value of the Shares.
Restrictions on Adjustments. Notwithstanding anything to the contrary in this Section 6, the Exercise Price and the Warrant Shares issuable shall not be adjusted, among other things:
(i) in the case of a Deemed Liquidation Event;
(ii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants;
(iii) except as otherwise provided in in Section 6(d), upon the issuance of any shares of Common Stock or other securities of the Company in connection with a business combination, consolidation, merger, acquisition or joint venture transaction involving the Company or any of its subsidiaries;
(iv) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;
(v) upon the issuance of any shares of Common Stock or other securities (including options or rights) pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of the Company’s subsidiaries, and securities issued upon exercise or conversion of such options or other rights;
(vi) upon the issuance of any shares of Common Stock pursuant to any security of the Company not described otherwise in this subsection and outstanding as of the date the Warrants were first issued, or otherwise contemplated under the Plan; or
(vii) for a change in the par value of the Common Stock.
Restrictions on Adjustments. (i) Except in accordance with Sections 5(a) and 5(b), the Exercise Price and the Aggregate Number will not be adjusted for the issuance of Common Stock or other securities of the Company.
(ii) For the avoidance of doubt, except as otherwise provided in Sections 5(a) and 5(b), neither the Exercise Price nor the Aggregate Number will be adjusted:
(1) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to any equity incentive plan of the Company;
(2) upon any issuance of any shares of Common Stock pursuant to the exercise of the Warrant;
(3) upon the offer and sale of shares of Common Stock by the Company in a primary offering;
(4) upon the issuance of shares of Common Stock or other securities of the Company in connection with a business acquisition transaction; or
(5) upon the issuance of any shares of Common Stock or other securities of the Company in any financing transaction with a third party.
(iii) No adjustment shall be made to the Exercise Price or the Aggregate Number for any of the transactions described in Section 5(a) if the Company makes provisions for participation in any such transaction with respect to the Holder of this Warrant without exercise of the Warrant on the same basis as with respect to the shares of Common Stock issuable hereunder with notice that the Company’s board of directors determines in good faith to be fair and appropriate
Restrictions on Adjustments. (i) Except in accordance with Section 5(a) and Section 5(b), the Exercise Price and the Aggregate Number will not be adjusted for the issuance of Common Stock or other securities of the Company.
(ii) For the avoidance of doubt, except as otherwise provided in Section 5(a) and Section 5(b), neither the Exercise Price nor the Aggregate Number will be adjusted:
(A) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to any equity incentive plan of the Company;
(B) upon any issuance of any shares of Common Stock pursuant to the exercise of the Warrant;
(C) upon the offer and sale of shares of Common Stock by the Company in a primary offering;
(D) upon the issuance of shares of Common Stock or other securities of the Company in connection with a business acquisition transaction; or
(E) upon the issuance of any shares of Common Stock or other securities of the Company in any financing transaction with a third party.
Restrictions on Adjustments. Notwithstanding anything to the contrary in the Equity Definitions or this Confirmation, none of the events listed in Section 14.04(j) of the Indenture will constitute a Potential Adjustment Event or a Merger Event, and no adjustment will be made to the Transaction in connection with any such event pursuant to the Equity Definitions (as amended by this Confirmation) or otherwise. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that,
Restrictions on Adjustments. (a) Except in accordance with Section 5.01, the Exercise Price and the Number of Warrants for any Warrant Certificate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing.
