Common use of Sale of Shares Below the Conversion Price Clause in Contracts

Sale of Shares Below the Conversion Price. (A) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Shares without consideration or for a consideration per share less than the Series A Conversion Price in effect immediately prior to such issue, then, and in each such case, the Series A Conversion Price shall be reduced, as of the opening of business on the date of such issuance or sale, to a price equal to the price of such Additional Ordinary Shares. (B) For the purpose of making any adjustment in the Conversion Price or number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares, as provided above: (I) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; (II) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof, as determined in good faith by the Board (including both of the Series A Directors) as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and (III) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or Ordinary Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board (including both of the Series A Directors) to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents. (C) If at any time, or from time to time, the Company issues any Ordinary Share Equivalents and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Series A Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price. (I) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Series A Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Series A Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Shares, the consideration received for the issue or sale of Ordinary Share Equivalents actually converted. (II) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this paragraph (C), no further adjustment of the Series A Conversion Price shall be made solely as a result of the issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (D) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied. (E) For purposes of this Memorandum of Association, “Effective Conversion Price” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.

Sale of Shares Below the Conversion Price. (Aa) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Common Shares without consideration (other than as a subdivision or combination of Common Shares provided for in sub-clause (i) above and other than as a dividend or other distribution provided for in sub-clause (ii) above) for a consideration per share less than the then existing Series A Conversion Price in effect immediately prior to such issuePrice, then, and in each such case, then the Series A Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, on a weighted average basis, to a price determined by dividing (i) the amount equal to the sum of (x) the Conversion Price immediately prior to such issue or sale multiplied by the number of Common Shares outstanding at the close of business on the day immediately preceding such issue or sale, plus (y) the Conversion Price immediately prior to such issue or sale multiplied by the number of Series A Preferred Shares outstanding at the close of business on the day immediately preceding such issue or sale, plus (z) the aggregate consideration, if any, received or to be received by the Company upon such issuance or sale, to a price equal by (ii) the number of Common Shares outstanding at the close of business on the date of such issue or sale after giving effect to the price issuance of such the Additional Ordinary Common Shares and conversion of the Series A Preferred Shares. (Bb) For the purpose of making any adjustment in the a Conversion Price or number of Ordinary Common Shares issuable upon conversion of the Series A Preferred Shares, as provided above: : (Ix) To to the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; ; (IIy) To to the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof, as determined in good faith by the Board (including both of the Series A Directors) Directors as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and and (IIIz) If if Additional Ordinary Common Shares or Ordinary Common Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Common Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Common Shares or Ordinary Common Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board of Directors, including two (including both 2) Directors nominated by holders of the Series A Directors) Preferred Shares, to be allocable to such Additional Ordinary Common Shares or Ordinary Common Share Equivalents. (Cc) If For the purpose of making any adjustment in a Conversion Price provided in this sub-clause (v), if at any time, or from time to time, the Company issues any Ordinary Common Share Equivalents exercisable, convertible or exchangeable for Additional Common Shares and the Effective Conversion Price of such Ordinary Common Share Equivalents is less than the Series A a Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Common Shares issuable upon the exercise, conversion or exchange of such Ordinary Common Share Equivalents and to have received in consideration for each Additional Ordinary Common Share deemed issued an amount equal to the Effective Conversion Price. (I) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Series A Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Series A Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Shares, the consideration received for the issue or sale of Ordinary Share Equivalents actually converted. (II) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this paragraph (C), no further adjustment of the Series A Conversion Price shall be made solely as a result of the issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (D) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied. (E) For purposes of this Memorandum of Association, “Effective Conversion Price” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.

Sale of Shares Below the Conversion Price. (A) If at any time, or from time to time, the Company shall issue or sell Additional Shares (other than (i) as a subdivision or combination of Ordinary Shares without consideration provided for in Section 6.03 (a) above, (ii) as a dividend or other distribution provided for in Section 6.03 (b) above, (iii) the issuance of Additional Shares under the Stock Option Pool or upon the exercise of options thereof, (iv) the conversion of Preferred Shares into Ordinary Shares, (v) the issuance of any Equity Securities upon exercise of any rights or options to acquire such Equity Securities where the Conversion Price in effect immediately prior to the issuance of such rights or options has been adjusted as a result of and in accordance with this Section 6.03,or (vi) the issuance of Additional Shares in a Qualified Public Offering) for a consideration per share less than the Series A Conversion Price in effect force immediately prior to such issue, then, and in each such case, the Series A Conversion Price shall be reduced, as of the opening of business on the date of such issuance issue or sale, to a price equal to the price of such per share received or receivable by the Company for the Additional Ordinary SharesShares newly issued or sold by the Company. (B) For the purpose of making any adjustment in the Conversion Price or number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares, as provided above: (Ii) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities Additional Shares shall be computed at on the net gross amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or salebasis; (IIii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities Additional Shares shall be computed on the gross amount basis at the fair market value thereof, as determined in good faith by the Board (including both of the Series A Directors) Directors as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such propertyproperty ; and (IIIiii) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or Ordinary Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board (including both of the Series A Directors) Directors to be allocable to such Additional Ordinary Shares or Ordinary Share EquivalentsShares. (C) If For the purpose of making any adjustment in the Conversion Price provided in this Section 6.03(e), if at any time, or from time to time, the Company issues any Additional Shares that comprise any Ordinary Share Equivalents and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Series A Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance issuance, the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each such Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price, and the Conversion Price shall be reduced as provided above to reflect such issuance accordingly. (Ii) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Conversion Price at such date, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price, shall be re-computed to reflect such change as if, at the time of issue for such Ordinary Share Equivalents, such Effective Conversion Price applied. (ii) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Series A Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Series A Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be deemed issued on or such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in upon the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were deemed issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not Equivalents as were actually exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Additional Shares, the consideration received for the issue or sale of Ordinary Share Equivalents actually converted. (IIiii) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this paragraph Sub-Section (Cc), no further adjustment of the Series A Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (D) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied. (E) For purposes of this Memorandum of Association, “Effective Conversion Price” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.

Sale of Shares Below the Conversion Price. (Aa) If at any time, or from time to time, the Company shall issue or sell Additional Ordinary Common Shares without consideration (other than as a subdivision or combination of Common Shares provided for in sub-clause (A) above and other than as a dividend or other distribution provided for in sub-clause (B) above) for a consideration per share less than the Series A then existing Conversion Price in effect immediately prior to such issuePrice, then, and in each such case, then the Series A Conversion Price shall be reducedadjusted, as of the opening of business on the date of such issuance issue or sale, to a price equal to the price of such quotient determined by dividing (a) the aggregate consideration received by the Company for Additional Ordinary SharesShares by (b) the total number of Additional Ordinary Shares issued or sold. (Bb) For the purpose of making any adjustment in the a Conversion Price or number of Ordinary Common Shares issuable upon conversion of the Series A Preferred Shares, as provided above: : (Ix) To to the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale; ; (IIy) To to the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof, as determined in good faith by the Board (including both of the Series A Directors) Directors as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and and (IIIz) If if Additional Ordinary Common Shares or Ordinary Common Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Common Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Common Shares or Ordinary Common Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board of Directors, including at least one (including both of 1) Series A Director and the Series A Directors) B Director, to be allocable to such Additional Ordinary Common Shares or Ordinary Common Share Equivalents. (Cc) If For the purpose of making any adjustment in a Conversion Price provided in this sub-clause (E), if at any time, or from time to time, the Company issues any Ordinary Common Share Equivalents exercisable, convertible or exchangeable for Additional Common Shares and the Effective Conversion Price of such Ordinary Common Share Equivalents is less than the Series A a Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance the Company shall be deemed to have issued the maximum number of Additional Ordinary Common Shares issuable upon the exercise, conversion or exchange of such Ordinary Common Share Equivalents and to have received in consideration for each Additional Ordinary Common Share deemed issued an amount equal to the Effective Conversion Price. (I) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Series A Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Series A Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Shares, the consideration received for the issue or sale of Ordinary Share Equivalents actually converted. (II) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this paragraph (C), no further adjustment of the Series A Conversion Price shall be made solely as a result of the issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (Di) In the event of any increase in the number of Ordinary Common Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Common Share Equivalents where the resulting Effective Conversion Price is less than the Series A a Conversion Price at such date, including, but not limited to, including without limitation a change resulting from the antidilution anti-dilution provisions thereof, the Series A such Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Common Share Equivalent, such Effective Conversion Price applied. (Eii) For purposes of this Memorandum of AssociationIf any right to exercise, “Effective Conversion Price” means, with respect to convert or exchange any Ordinary Common Share Equivalent at shall expire without having been fully exercised, a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to Conversion Price as adjusted upon the issuance of such Ordinary Common Share Equivalent and shall be readjusted to the lowest aggregate consideration receivable by Conversion Price which would have applied if such Common Share Equivalents had not been issued. (iii) For any Common Share Equivalent with respect to which a Conversion Price has been adjusted under this sub-clause (c), no further adjustment of such Conversion Price shall be made solely as a result of the Company, if any, actual issuance of Common Shares upon the exercise, exchange actual exercise or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary such Common Share Equivalent.

Sale of Shares Below the Conversion Price. (A) If at any time, or from time to time, the Company shall issue or sell Additional Shares (other than (i) as a subdivision or combination of Ordinary Shares without consideration provided for in Section 6.03 (a) above, (ii) as a dividend or other distribution provided for in Section 6.03 (b) above, (iii) the issuance of Additional Shares under the Stock Option Scheme or upon the exercise of options thereof, (iv) the conversion of Preferred Shares into Ordinary Shares, or (v) the issuance of Additional Shares in a Qualified Public Offering) for a consideration of price per share less than the Series A then-existing Conversion Price in effect immediately prior to such issuePrice, then, and in each such case, the Series A Conversion Price shall be reduced, as of the opening of business on the date of such issuance issue or sale, to a price equal to the level of the price of such per share for the Additional Ordinary SharesShares newly issued or sold by the Company. (B) For the purpose of making any adjustment in the Conversion Price or number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares, as provided above: (Ii) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at on the net gross amount of cash received by the Company after deduction of any expenses payable directly or indirectly by the Company and any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or salebasis; (IIii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed on the gross amount basis at the fair market value thereof, as determined in good faith by the Board (including both of the Series A Directors) Directors as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such propertyproperty ; and and (IIIiii) If Additional Ordinary Shares or Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Ordinary Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Ordinary Shares or Ordinary Share Equivalents shall be computed as that portion of the consideration received which is reasonably determined in good faith by the Board (including both of the Series A Directors) Directors to be allocable to such Additional Ordinary Shares or Ordinary Share Equivalents. (C) If For the purpose of making any adjustment in the Conversion Price provided in this Section 6.03(e), if at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for Additional Shares and the Effective Conversion Price of such Ordinary Share Equivalents is less than the Series A Conversion Price in effect immediately prior to such issuance, then, in each such case, at the time of such issuance issuance, the Company shall be deemed to have issued the maximum number of Additional Ordinary Shares issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each Additional Ordinary Share deemed issued an amount equal to the Effective Conversion Price. (Ii) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Conversion Price at such date, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price, shall be re-computed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied. (ii) If any right to exercise, convert or exchange any Ordinary Share Equivalents shall expire without having been fully exercised, the Series A Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the Series A Conversion Price which would have been in effect had such adjustment been made on the basis that (A) the only Additional Ordinary Shares to be issued on such Ordinary Share Equivalents were such Additional Ordinary Shares, if any, as were actually issued or sold in the exercise, conversion or exchange of any part of such Ordinary Share Equivalents prior to the expiration thereof and (B) such Additional Ordinary Shares, if any, were issued or sold for (x) the consideration actually received by the Company upon such exercise, conversion or exchange, plus (y) where the Ordinary Share Equivalents consist of options, warrants or rights to purchase Ordinary Shares, the consideration, if any, actually received by the Company for the grant of such Ordinary Share Equivalents, whether or not exercised, plus (z) where the Ordinary Share Equivalents consist of shares or securities convertible or exchangeable for Common Ordinary Shares, the consideration received for the issue or sale of Ordinary Share Equivalents Equivalent actually converted. (IIiii) For any Ordinary Share Equivalent with respect to which the Series A Conversion Price has been adjusted under this paragraph Sub-Section (Ciii), no further adjustment of the Series A Conversion Price shall be made solely as a result of the actual issuance of Ordinary Shares upon the actual exercise or conversion of such Ordinary Share Equivalent. (D) In the event of any increase in the number of Ordinary Shares deliverable or any reduction in consideration payable upon exercise, conversion or exchange of any Ordinary Share Equivalents where the resulting Effective Conversion Price is less than the Series A Conversion Price at such date, including, but not limited to, a change resulting from the antidilution provisions thereof, the Series A Conversion Price shall be recomputed to reflect such change as if, at the time of issue for such Ordinary Share Equivalent, such Effective Conversion Price applied. (E) For purposes of this Memorandum of Association, “Effective Conversion Price” means, with respect to any Ordinary Share Equivalent at a given time, an amount equal to the quotient of (x) the sum of any consideration, if any, received by the Company with respect to the issuance of such Ordinary Share Equivalent and the lowest aggregate consideration receivable by the Company, if any, upon the exercise, exchange or conversion of the Ordinary Share Equivalent over (y) the number of Ordinary Shares issuable upon the exercise, conversion or exchange of the Ordinary Share Equivalent.