Common use of Retroactive Adjustments Clause in Contracts

Retroactive Adjustments. (a) If the Conversion Date in relation to any Conversion Amount is (i) before the relevant record date for any issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2, (ii) before publication of the event leading to such Record Date, and (iii) before the relevant adjustment to the Conversion Price becomes effective under section 1(b) of this Schedule 2, and (iv) provided that the Borrower Shares will be delivered to the Lender after the Record Date, the Borrower shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Lender such an additional number of Borrower Shares or additional cash amount (the "Additional Consideration") as, together with the Borrower Shares delivered or to be delivered and the cash amounts to be transferred, if applicable, on conversion of the relevant Conversion Amount is equal to the consideration (in form of cash amounts or Borrower Shares as set out in sections 1(b) and 1(c) of this Schedule 2) which would have been required to be delivered on conversion of such Conversion Amount if the relevant adjustment to the Conversion Price had in fact been made and become effective prior to the Conversion Date (the "Retroactive Adjustment"). (b) Without prejudice to the provisions of Clause 7 (Conversion), upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 2, the delivery of the relevant Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 is effected between the above Conversion Date and the date of delivery of the relevant Additional Consideration, the Borrower shall request a Independent Expert to determine the amount of the further consideration to be made to the Lender, whether in kind or in cash, so that the Lender may be substantially treated as if it actually held the Additional Consideration on the Conversion Date.

Retroactive Adjustments. (ai) If the Conversion Applicable Date in relation to any exercise of Conversion Amount is Rights or, for the purpose of paragraph (iii) before below, Settlement Rights in respect of any Bond shall be after the relevant record date in respect of any consolidation, reclassification or sub-division as is mentioned in Condition 6.4(a)(i), or after the record date or other due date for the establishment of entitlement for any such issue, saledistribution, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2(as the case may be) as is mentioned in Condition 6.4(a)(ii), (iiiii), (iv), (v) before publication or (ix), or after the date of the event leading to first public announcement of the terms of any such Record Date, issue or grant as is mentioned in Condition 6.4(a)(vi) and (iiivii) or of the terms of any such modification as is mentioned in Condition 6.4(a)(viii), in any case where the relevant Conversion Date or, as the case may be, Settlement Date falls before the relevant adjustment to the Conversion Price becomes effective under section 1(bCondition 6.4(a) of this Schedule 2(Adjustments to Conversion Price - Adjustments) (such adjustment, and (iv) provided that a “Retroactive Adjustment”), then the Borrower Shares will be delivered to the Lender after the Record Date, the Borrower Issuer shall (conditional upon the relevant adjustment becoming effectiveeffective and solely in respect of any Physically Settled Shares in respect of the relevant exercise of Conversion Rights) procure that there shall be issued or transferred and delivered to the converting Lender Bondholder, subject to Condition 6.9, in accordance with the instructions contained in the Conversion Notice, such an additional number of Borrower Ordinary Shares or additional cash amount (if any) (the "“Additional Consideration"Ordinary Shares”) as, together with the Borrower Physically Settled Shares delivered or to be issued or transferred and delivered in respect of such exercise of Conversion Rights (together with any fraction of an Ordinary Share not so issued or transferred and the cash amounts to be transferreddelivered), if applicable, on conversion of the relevant Conversion Amount is equal to the consideration (in form number of cash amounts or Borrower Physically Settled Shares as set out in sections 1(b) and 1(c) of this Schedule 2) which would have been required to be issued or transferred and delivered on conversion in respect of such exercise of Conversion Amount Rights if the relevant adjustment to the Conversion Price had in fact been made and become effective immediately prior to the Conversion Date (the "Retroactive Adjustment"). (b) Without prejudice to the provisions of Clause 7 (Conversion), upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 2, the delivery of the relevant Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 is effected between the above Conversion Date and the number of Reference Shares had been determined on the basis of such Conversion Price so adjusted (and, in circumstances where the Cash Settlement Ratio is not equal to zero, the number of Cash Settled Shares had been equal to the product (rounded down if necessary to the nearest whole number of Ordinary Shares) of the Cash Settlement Ratio and such number of Reference Shares so determined), all as determined by the Calculation Agent. (ii) If (x) a Retroactive Adjustment occurs in respect of the exercise by a Bondholder of Settlement Rights, or in respect of the exercise by a Bondholder of Conversion Rights in circumstances where the Cash Settlement Ratio is not equal to zero and (y) any dealing day during the relevant Cash Alternative Calculation Period falls on or after the date (the “Applicable Reference Date”) which is the Reference Date in respect of such Retroactive Adjustment or (in the case of a Retroactive Adjustment pursuant to Conditions 6.4(a)(iii)) the relevant Ex-Date or (in the case of a Retroactive Adjustment pursuant to Conditions 6.4(a)(vi), 6.4(a)(vii) or 6.4(a)(viii)) the relevant date of delivery the first public announcement, then the Issuer shall (conditional upon the relevant adjustment becoming effective and solely in respect of the Cash Settled Shares in respect of such exercise of Conversion Rights or Settlement Rights) pay to the relevant Bondholder an additional amount (the “Additional Consideration, Cash Amount”) equal to the Borrower shall request a Independent Expert Market Price of such number of Ordinary Shares by which the number of Cash Settled Shares would have increased if the relevant adjustment to determine the amount Conversion Price had been made and become effective immediately prior to the relevant Conversion Date or Settlement Date (assuming such increased number of Cash Settled Shares to be equal to the product (rounded down if necessary to the nearest whole number of Ordinary Shares) of the further consideration to be made to Cash Settlement Ratio and the Lender, whether in kind or in cash, so that the Lender may be substantially treated as if it actually held the Additional Consideration number of Reference Shares determined on the basis of such Conversion DatePrice so adjusted), all as determined by the Calculation Agent.

Retroactive Adjustments. (a) If the Conversion Date in relation to any Conversion Amount is (i) before the relevant record date for any issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2, (ii) before publication of the event leading to such Record Date, and (iii) before the relevant adjustment to the Conversion Price becomes effective under section 1(b1 (b) of this Schedule 2, and (iv) provided that the Borrower Shares will be delivered to the Lender after the Record Date, the Borrower shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Lender such an additional number of Borrower Shares or additional cash amount (the "Additional Consideration") as, together with the Borrower Shares delivered or to be delivered and the cash amounts to be transferred, if applicable, on conversion of the relevant Conversion Amount is equal to the consideration (in form of cash amounts or Borrower Shares as set out in sections 1(b1 (b) and 1(c1 (c) of this Schedule 2) which would have been required to be delivered on conversion of such Conversion Amount if the relevant adjustment to the Conversion Price had in fact been made and become effective prior to the Conversion Date (the "Retroactive Adjustment"). (b) Without prejudice to the provisions of Clause 7 (Conversion), upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 2, the delivery of the relevant Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 is effected between the above Conversion Date and the date of delivery of the relevant Additional Consideration, the Borrower shall request a Independent Expert to determine the amount of the further consideration to be made to the Lender, whether in kind or in cash, so that the Lender may be substantially treated as if it actually held the Additional Consideration on the Conversion Date.

Retroactive Adjustments. (a) If the Record Date (as defined in Condition 15.7 (Preservation of Noteholders’ rights) for a transaction that triggers an adjustment of the Conversion Date in relation Ratio pursuant to any Conversion Amount is (i) before Condition 15.7.1 or 15.7.2 occurs prior to the relevant record delivery date for any issueof the Shares to be delivered pursuant to this Condition 9.1 (and whether such Record Date falls prior to, saleon or after the relevant Amortisation Payment Date or, grant as the case may be, Interest Payment Date or offer leading SSO Investor Price Limit Option Exercise Date), the Noteholders will have no right to participate in, and will have no right to indemnification in respect of, such transaction, subject as provided below. If the Record Date of the transaction giving rise to an adjustment described in Condition 15.7.1 or 15.7.2 occurs prior to the relevant delivery date of the Shares to be delivered pursuant to section 1 of this Schedule 2, (ii) before publication Condition 9.1 in circumstances where the Conversion Ratio in effect as of the event leading to such Record Daterelevant Amortisation Payment Date or, and (iii) before as the case may be, Interest Payment Date or SSO Investor Price Limit Option Exercise Date does not reflect the relevant adjustment in respect of this transaction pursuant to Condition 15.7.1 or 15.7.2, the Calculation Agent shall recalculate the Share Settlement Price taking into account the Conversion Ratio so adjusted (adjusting where appropriate the Market Price becomes effective under section 1(bto ensure consistency with the Conversion Ratio so adjusted) and, if the Share Settlement Price so recalculated is different, the Issuer will deliver such number (as determined by the Calculation Agent) of this Schedule 2, and (iv) provided that the Borrower additional Shares will be delivered to the Lender after the Record Date, the Borrower shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Lender such an additional number of Borrower Shares or additional cash amount (the "“Additional Consideration") Deliverable Shares”), as, together with the Borrower number of Deliverable Shares delivered or required to be delivered and based on the cash amounts to be transferredShare Settlement Price determined based on the Conversion Ratio in effect on the Amortisation Payment Date or, if applicableas the case may be, on conversion of the relevant Conversion Amount Interest Payment Date or SSO Investor Price Limit Option Exercise Date, is equal to the consideration (in form such number of cash amounts or Borrower Deliverable Shares as set out in sections 1(b) and 1(c) of this Schedule 2) which would have been required to be delivered on conversion had the Conversion Ratio adjusted in respect of such Conversion Amount if transaction been in effect on such Amortisation Payment Date or, as the relevant adjustment to the Conversion case may be, Interest Payment Date or SSO Investor Price had in fact been made and become effective prior to the Conversion Date (the "Retroactive Adjustment"). (b) Without prejudice to the provisions of Clause 7 (Conversion), upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 2, the Limit Option Exercise Date. The Noteholders will receive delivery of the relevant Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 is effected between the above Conversion Date and the date of delivery of Deliverable Shares on the relevant Additional Consideration, the Borrower shall request a Independent Expert to determine the amount of the further consideration to be made to the Lender, whether in kind or in cash, so that the Lender may be substantially treated as if it actually held the Additional Consideration on the Conversion Delivery Date.

Retroactive Adjustments. Within one hundred twenty (120) days after the end of each calendar year that occurs after the date of this Lease through the calendar year in which the Term expires, Landlord shall determine the actual Operating Expenses and Real Estate Tax Expenses for such calendar year, Landlord shall calculate the foregoing sums and Landlord shall provide to Tenant a statement (in the form as is described in the first sentence of Section 5.B above of Tenant’s Share of Increased Operating Expenses and Tenant’s Share of Increased Real Estate Tax Expenses for the calendar year, or the amount by which Operating Expenses for such calendar year are less than the amount of Operating Expenses for the Operating Expenses Base Year and the amount by which Real Estate Tax Expenses for the subject calendar year are less than the amount of Real Estate Tax Expenses for the Real Estate Tax Expenses Base Year; provided, however, that Landlord’s failure to deliver such statement within the aforesaid 120-day period shall not be deemed a waiver of Landlord’s right to receive payment of Tenant’s Share of Increased Operating Expenses and Tenant’s Share of Increased Real Estate Tax Expenses for the calendar year at issue unless Tenant provides Landlord with thirty (30) days notice of Landlord’s failure to provide such statement within such 120-day period and such failure continues for thirty (30) days following such notice to Landlord; further provided, except as otherwise provided in Section 5.F, below, the requirement to provide such statement within 120 days after the end of each calendar year shall not be deemed to preclude Landlord from submitting a corrected statement to Tenant in the event that the amount of any Operating Expense is not known by Landlord until a later date as a result of final adjudication of any litigation or administrative proceeding or Landlord’s receipt of an invoice following the expiration of such 120-day period. Such statement shall be: (a) If the Conversion Date in relation to any Conversion Amount is (i) before the relevant record date accompanied by bills for any issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2, (ii) before publication of the event leading to such Record Date, Real Estate Tax Expenses; and (iii) before the relevant adjustment to the Conversion Price becomes effective under section 1(b) of this Schedule 2, and (iv) provided that the Borrower Shares will be delivered to the Lender after the Record Date, the Borrower shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Lender such an additional number of Borrower Shares or additional cash amount (the "Additional Consideration") as, together with the Borrower Shares delivered or to be delivered and the cash amounts to be transferred, if applicable, on conversion of the relevant Conversion Amount is equal to the consideration (in form of cash amounts or Borrower Shares as set out in sections 1(b) and 1(c) of this Schedule 2) which would have been required to be delivered on conversion of such Conversion Amount if the relevant adjustment to the Conversion Price had in fact been made and become effective prior to the Conversion Date (the "Retroactive Adjustment"). (b) Without prejudice prepared or reviewed by an independent firm of certified public accountants, which may be Beers & Xxxxxx or any other regionally or nationally recognized independent firm of certified public accountants.. Landlord shall respond to the provisions of Clause 7 (Conversion)any request by Tenant for information concerning such statement or any other matters pertaining to Operating Expenses and/or Real Estate Tax Expenses, upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 2, the delivery of the relevant Additional Consideration shall be made within ten (10) Business Days days following Tenant’s delivery of its request therefor. Within thirty (30) days after the first date it is possible delivery of any such statement, Tenant shall pay to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 is effected Landlord any deficiency between the above Conversion Date sum of the amount shown as Tenant’s Share of Increased Operating Expenses and Tenant’s Share of Increased Real Estate Tax Expenses for the calendar year and the date of delivery of estimated payments thereof made by Tenant, provided that if Real Estate Tax Expenses for the relevant Additional Considerationsubject calendar year are less than Real Estate Tax Expenses for the Real Estate Tax Expenses Base Year and/or Operating Expenses for the subject calendar year are less than Operating Expenses for the Operating Expenses Base Year, the Borrower then Tenant shall request receive a Independent Expert to determine credit in the amount of the further consideration to be made Tenant’s Share of each such difference against Rent next payable, to the Lenderextent not already credited to Tenant pursuant to Sections 1.A.(2) or 1.A.(3) hereof, whether provided that if the Lease Term has expired or been earlier terminated, then Landlord shall pay the amount of each such difference to Tenant promptly following the end of the subject calendar year. Tenant shall receive a credit against Rent next payable in kind or in cashan amount equal to the sum of (i) all excess estimated payments, so that plus (ii) Tenant’s Share of the Lender may be substantially treated as if it actually held amount by which Operating Expenses for the Additional Consideration on subject calendar year are less than the Conversion Dateamount of Operating Expenses for the Operating Expenses Base Year and Tenant’s Share of the amount by which Real Estate Tax Expenses for the subject calendar year are less than the amount of Real Estate Tax Expenses for the Real Estate Tax Expense Base Year.

Retroactive Adjustments. (a) If the Conversion Exercise Date in relation to any Conversion Amount is (i) before the relevant record date for any issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 21, (ii) before publication of the event leading to such Record Date, and (iii) before the relevant adjustment to the Conversion Exercise Price becomes effective under section 1(b) of this Schedule 21, and (iv) provided that the Borrower Issuer Shares will be delivered to the Lender Warrantholder after the Record Date, the Borrower Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the converting Lender Warrantholder such an additional number of Borrower Issuer Shares or additional cash amount (the "“Additional Consideration"”) as, together with the Borrower Issuer Shares delivered or to be delivered and the cash amounts to be transferred, if applicable, on conversion exercise of the relevant Conversion Amount Warrant is equal to the consideration (in form of cash amounts or Borrower Issuer Shares as set out in sections 1(b) and 1(c) of this Schedule 21) which would have been required to be delivered on conversion exercise of such Conversion Amount the relevant Warrant if the relevant adjustment to the Conversion Exercise Price had in fact been made and become effective prior to the Conversion Exercise Date (the "“Retroactive Adjustment"”). (b) Without prejudice to the provisions of Clause 7 Clauses 3 (ConversionExercise of Warrants) and 4 (Completion), upon a Retroactive Adjustment becoming effective in accordance with this section 3 of this Schedule 21, the delivery of the relevant Additional Consideration shall be made within ten (10) Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 2 1 is effected between the above Conversion Exercise Date and the date of delivery of the relevant Additional Consideration, the Borrower Issuer shall request a Independent Expert to determine the amount of the further consideration to be made to the LenderWarrantholder, whether in kind or in cash, so that the Lender Warrantholder may be substantially treated as if it actually held the Additional Consideration on the Conversion Exercise Date.