Common use of Spin Offs and Other Distributed Property Clause in Contracts

Spin Offs and Other Distributed Property. (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (1) dividends, distributions and issuances described in Section 10.05(a) hereof or Section 10.05(b) hereof, as applicable; (2) dividends or distributions paid exclusively in cash described in Section 10.05(d) hereof; and (3) Spin-Offs for which the provisions set forth in Section 10.05(c)(ii) hereof will apply, then the Conversion Rate will be increased based on the following formula: CR1 =CR0 x SP0 SP0 –FMV where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors ) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Hoxxxx xad owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared. (ii) With respect to an adjustment pursuant to this Section 10.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: CR1 =CR0 x FMV0 + MP0 MP0 where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Conversion Rate under this Section 10.05(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Valuation Period but will be given effect as of immediately after the Open of Business on the Ex-Dividend Date of the Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section 10.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. For the purposes of this Section 10.05(c) and subsections (a) and (b) of this Section 10.05, any dividend or distribution to which this Section 10.05(c) applies and which dividend or distribution also includes one or both of: (1) a dividend or distribution of shares of Common Stock to which Section 10.05(a) hereof applies (a “Clause A Distribution”); or (2) a dividend or distribution of rights, options or warrants to which Section 10.05(b) hereof applies (a “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section 10.05(c) applies (a “Clause C Distribution”), and any Conversion Rate adjustment required by this Section 10.05(c) with respect to such Clause C Distribution will be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicable, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rate adjustment required by Section 10.05(b) hereof with respect to such Clause B Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 10.05(a) hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for the purposes of making such adjustment.

Spin Offs and Other Distributed Property. (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (1A) dividends, distributions and issuances described in distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 10.05(a9.05(a) hereof or Section 10.05(b9.05(b) hereof, as applicable; (2B) dividends or distributions paid exclusively in cash cash; (C) distributions of Reference Property in a transaction described in Section 10.05(d) hereof9.08(a); and (3D) Spin-Offs for which the provisions set forth in Section 10.05(c)(ii9.05(c)(ii) hereof will apply, then the Conversion Rate will be increased based on the following formula: CR1 =CR0 x SP0 SP0 –FMV where Where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Company’s Board of Directors Directors) of the shares of Capital Stock, evidences of indebtedness, assets, propertyproperty of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date Record Date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets assets, property of the Company, or property, rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Hoxxxx xad Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date Record Date for such distribution. Any foregoing increase made under the portion of this clause (c) above will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. (ii) With respect to an adjustment pursuant to this Section 10.05(c9.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: CR1 =CR0 x FMV0 + MP0 MP0 where Where: CR0 = the Conversion Rate in effect immediately prior to the Open Close of Business on the Ex-Dividend Date last Trading Day of the Valuation Period for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open Close of Business on the last Trading Day of the Valuation Period for such ExSpin-Dividend DateOff; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Effective Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The adjustment If, however, the Conversion Date for a Note occurs after the Record Date for a Spin-Off, but on or prior to the Conversion Rate under this Section 10.05(c)(ii) will be calculated as of the Close of Business on the last first Trading Day of the Valuation Period but for such Spin-off, the Conversion Date will be given effect as postponed until the Business Day immediately following such Trading Day (and the definition of “FMV0” will be modified pursuant to the immediately following proviso); and provided, further, that if the Conversion Date for a Note occurs after the Open of Business on the Ex-Dividend Date first Trading Day of the Valuation Period for a Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs but during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section 10.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as reference in the above definition of the date the Board of Directors determines not “FMV0” to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. For the purposes of this Section 10.05(c) and subsections (a) and (b) of this Section 10.05, any dividend or distribution to which this Section 10.05(c) applies and which dividend or distribution also includes one or both of: (1) a dividend or distribution of shares of Common Stock to which Section 10.05(a) hereof applies (a “Clause A Distribution”); or (2) a dividend or distribution of rights, options or warrants to which Section 10.05(b) hereof applies (a “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution 10” will be deemed to be a dividend or distribution to which this Section 10.05(c) applies (a “Clause C Distribution”)replaced with such lesser number of Trading Days as have elapsed from, and any Conversion Rate adjustment required by this Section 10.05(c) with respect to such Clause C Distribution will be made without considering any shares of Common Stockincluding, if any, issuable as part of the portion Effective Date of such MultiSpin-Clause Distribution that is a Clause A Distribution or a Clause B DistributionOff to, as applicablebut excluding, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rate adjustment required by Section 10.05(b) hereof with respect to such Clause B Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 10.05(a) hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for the purposes of making such adjustment.

Spin Offs and Other Distributed Property. (i) If the Company Guarantor distributes shares of its Capital Stockthe Guarantor’s Share Capital, evidences of its indebtedness or indebtedness, other assets or property of the Company, Guarantor or rights, options or warrants to acquire the Guarantor’s Share Capital Stock or other securities of the Company or other securities, Guarantor (the “Distributed Property”) to all or substantially all holders of the Common StockOrdinary Shares, excluding: (1A) dividends, distributions and or issuances described in as to which an adjustment was effected pursuant to Section 10.05(a7.05(a) hereof or Section 10.05(b7.05(b) hereof, as applicable; (2B) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 7.05(d) hereof; (C) any dividends and distributions in connection with a Merger Event resulting in the change in the Exchange Consideration as described in Section 10.05(d) hereof; and7.07; (3D) except as otherwise described under this Section 7.05, rights issued pursuant to a shareholder rights plan adopted by the Guarantor; or (E) Spin-Offs for as to which the provisions set forth in of Section 10.05(c)(ii7.05(c)(ii) hereof will shall apply, then the Conversion Exchange Rate will be increased based on the following formula: CR1 =CR0 x SP0 SP0 –ER1 = ER0 × XX0 XX0 - FMV where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock Ordinary Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Guarantor’s Board of Directors Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants Distributed Property distributed with respect to each outstanding share of Common Stock Ordinary Share in issue on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for in respect of each $1,000 principal amount of Notes held on the record date for the distributionit holds, at the same time and upon the same terms as holders of the Common StockOrdinary Shares, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company or other securities Distributed Property that such Holder would have received if such Hoxxxx xad Holder had owned a number of shares of Common Stock Ordinary Shares equal to the Conversion Exchange Rate in effect on the record date Ex-Dividend Date for the distribution. Any increase in the Exchange Rate made under this Section 7.05(c)(i) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Exchange Rate will shall be readjusted to be the Conversion Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Guarantor issues rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, then the Issuer will not adjust the Exchange Rate pursuant to this Section 7.05(c)(i) until the earliest of those triggering events occurs. In addition, in the case of any distribution of rights, options or warrants, to the extent such rights, options or warrants expire unexercised, the Exchange Rate shall be immediately readjusted to the Exchange Rate that would then be in effect had the increase made for the distribution of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered upon exercise of such rights, options or warrants. (ii) With respect to an adjustment pursuant to this Section 10.05(c7.05(c) where there has been a payment of a dividend or other distribution on the Common Stock Ordinary Shares of shares of Share Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the CompanyGuarantor, and such Share Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transactionsuch dividend or other distribution) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Exchange Rate will be increased based on the following formula: CR1 =CR0 x ER1 = ER0 × FMV0 + MP0 MP0 where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such the Spin-Off; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate for the Spin-Off; FMV0 = the average of the Last Reported Sale Prices of the Share Capital Stock or similar equity interest distributed to holders of the Common Stock Ordinary Shares applicable to one share of Common Stock Ordinary Share (determined for purposes of by reference to the definition of “Last Reported Sale Price Price” set forth in Section 1.01 hereof as if references therein to Ordinary Shares were to such Share Capital Stock or similar equity interest were the Common Stockinterest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock Ordinary Shares over the Valuation Period. The adjustment to the Conversion Exchange Rate under this Section 10.05(c)(ii) the preceding paragraph will be calculated as of the Close of Business determined on the last Trading Day of the Valuation Period Period, but will be given effect as of immediately after the Open Ex-Dividend Date for the Spin-Off; provided that in respect of Business on any exchange of Notes during the Valuation Period, references in this Section 7.05(c)(ii) with respect to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Exchange Date in determining the Exchange Rate. If the Ex-Dividend Date of the Spin-OffOff is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Notes, references in the preceding paragraph to 10 Trading Days will be deemed to be replaced, solely in respect of that exchange, with retroactive effect. The Company shall delay such lesser number of Trading Days as have elapsed from, and including, the settlement of any conversion of Notes where Ex-Dividend Date for the Conversion Date (in Spin-Off to, and including, the case of Physical Settlement) or any last VWAP Trading Day of the applicable such Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any dividend or distribution of the type described in this Section 10.05(c)(ii) that constitutes a Spin-Off is declared but not so madepaid, the Conversion Exchange Rate shall be immediately readjusteddecreased, effective as of the date the Guarantor’s Board of Directors determines not to make pay such distributiondividends or distributions, to the Conversion Exchange Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this Section 10.05(c7.05(c) (and subsections subject in all respect to Section 7.05(h)), rights, options or warrants distributed by the Guarantor to all holders of the Ordinary Shares entitling them to subscribe for or purchase shares of the Guarantor’s Share Capital, including the Ordinary Shares (aeither initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (A) are deemed to be transferred with such Ordinary Shares; (B) are not exercisable; and (bC) are also issued in respect of future issuances of the Ordinary Shares, shall be deemed not to have been distributed for purposes of this Section 10.057.05(c) (and no adjustment to the Exchange Rate under this Section 7.05(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 7.05(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 7.05(c) was made, (1) in the case of any such rights, options or warrants that shall all have been purchased without exercise by any holders thereof, upon such final purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share purchase price received by a holder or holders of the Ordinary Shares with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Ordinary Shares as of the date of such purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated (or deemed to have expired or been terminated pursuant to the immediately preceding sentence) without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued (to the extent any adjustment to the Exchange Rate was made in connection with such issuance). For purposes of Section 7.05(a) hereof, Section 7.05(b) hereof and this Section 7.05(c), if any dividend or distribution to which this Section 10.05(c7.05(c) applies and which dividend or distribution also includes one or both of: (1A) a dividend or distribution of shares of Common Stock Ordinary Shares to which Section 10.05(a7.05(a) hereof also applies (a the “Clause A Distribution”); or (2B) a dividend or distribution of rights, options or warrants to which Section 10.05(b7.05(b) hereof also applies (a the “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then then, in either case, (i) such dividend or distribution, other than the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a and the Clause B Distribution will Distribution, shall be deemed to be a dividend or distribution to which this Section 10.05(c7.05(c) applies (a the “Clause C Distribution”), ) and any Conversion Exchange Rate adjustment required by to be made under this Section 10.05(c7.05(c) with respect to such Clause C Distribution will shall then be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicablemade, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will shall be deemed to be distributed immediately following follow the Clause C Distribution, Distribution and any Conversion Exchange Rate adjustment required by Section 10.05(b7.05(b) hereof with respect to such thereto shall then be made, except that, if determined by the Guarantor, (A) the “Ex-Dividend Date” of the Clause B Distribution will and the Clause A Distribution, if any, shall be made, with any shares of Common Stock issuable as part deemed to be the Ex-Dividend Date of the portion of such Multi-Clause Distribution that is a Clause C Distribution and (B) any Ordinary Shares included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for within the purposes meaning of making such adjustment Section 7.05(b) hereof, and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will shall be deemed to be distributed immediately following follow the Clause C Distribution or the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required except that, if determined by Section 10.05(athe Guarantor, (A) hereof with respect to such the “Ex-Dividend Date” of the Clause A Distribution will and the Clause B Distribution, if any, shall be made, with any shares of Common Stock issuable as part deemed to be the Ex-Dividend Date of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Distribution, and any Ordinary Shares included in the Clause B Distribution A distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such Effective Date” for Date within the purposes meaning of making such adjustmentSection 7.05(a) hereof.

Spin Offs and Other Distributed Property. (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (1) dividends, distributions and issuances described in Section ‎Section 10.05(a) hereof or Section ‎Section 10.05(b) hereof, as applicable; (2) dividends or distributions paid exclusively in cash described in Section ‎Section 10.05(d) hereof; and (3) Spin-Offs for which the provisions set forth in Section ‎Section 10.05(c)(ii) hereof will apply, then the Conversion Rate will be increased based on the following formula: CR1 == CR0 x SP0 SP0 XX0 XX0 –FMV where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors ) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company or other securities that such Holder would have received if such Hoxxxx xad Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared. (ii) With respect to an adjustment pursuant to this Section ‎Section 10.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: CR1 == CR0 x FMV0 + MP0 MP0 where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Conversion Rate under this Section ‎Section 10.05(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Valuation Period but will be given effect as of immediately after the Open of Business on the Ex-Dividend Date of the Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any the last Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section ‎Section 10.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. For the purposes of this Section ‎Section 10.05(c) and subsections (a) and (b) of this Section ‎Section 10.05, any dividend or distribution to which this Section ‎Section 10.05(c) applies and which dividend or distribution also includes one or both of: (1) a dividend or distribution of shares of Common Stock to which Section ‎Section 10.05(a) hereof applies (a “Clause A Distribution”); or (2) a dividend or distribution of rights, options or warrants to which Section ‎Section 10.05(b) hereof applies (a “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section ‎Section 10.05(c) applies (a “Clause C Distribution”), and any Conversion Rate adjustment required by this Section ‎Section 10.05(c) with respect to such Clause C Distribution will be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicable, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rate adjustment required by Section ‎Section 10.05(b) hereof with respect to such Clause B Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section ‎Section 10.05(a) hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for the purposes of making such adjustment.

Spin Offs and Other Distributed Property. (iA) If the Company Borrower distributes shares of its Capital Common Stock, evidences of its indebtedness Indebtedness or other assets or property of the CompanyBorrower, or rights, options or warrants to acquire Capital Stock of the Company Borrower or other securitiessecurities of the Borrower, to all or substantially all holders of the Common Stock, excluding: (1) dividends, distributions and issuances described in Section 10.05(a2.9(f)(i) hereof or Section 10.05(b2.9(f)(ii) hereof, as applicable; (2) dividends or distributions paid exclusively in cash described in Section 10.05(d2.9(f)(iv) hereof; and; (3) Spin-Offs for which the provisions set forth in Section 10.05(c)(ii2.9(f)(iii)(B) hereof will apply, ; or (4) distributions of Reference Property in a transaction described in Section 2.9(i). then the Conversion Rate will be increased based on the following formula: CR1 =CR0 x SP0 SP0 XX0 XX0 –FMV where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for of such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate of such distribution; SP0 = the average of the Last Reported Sale Prices Volume Weighted Average Price of the Common Stock over the 10 five (5) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for of such distribution; and FMV = the fair market value (as determined by the Board of Directors Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for of such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder Lender will receive, for each $1,000 principal amount of Notes the aggregate Conversion Amount as would apply to the Loans held by such Lender on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtednessIndebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company Borrower or other securities that such Holder Lender would have received if such Hoxxxx xad Lender had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date Ex-Dividend Date for such distribution. Any increase made under this Section 2.9(f)(iii)(A) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted decreased to be the Conversion Rate that would then be in effect if such distribution had not been declared. To the extent that shares of Common Stock are not delivered after the expiration of such rights, options or warrants, including because the issued rights, options or warrants were not exercised, the Conversion Rate will be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. (iiB) With respect to an adjustment pursuant to this Section 10.05(c2.9(f)(iii) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the CompanyBorrower, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of DirectorsBorrower) (a “Spin-Off”), the Conversion Rate will be increased based on the following formula: CR1 =CR0 x FMV0 + MP0 MP0 where CR0 = the Conversion Rate in effect immediately prior to the Open end of Business on the Ex-Dividend Date for such Spin-OffValuation Period; CR1 = the Conversion Rate in effect immediately after the Open end of Business on such Ex-Dividend Datethe Valuation Period; FMV0 = the average Volume Weighted Average Price of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale the Volume Weighted Average Price as if such Capital Stock or similar equity interest were the Common Stock) over the first 10 ten (10) consecutive Trading Day period after, and including, the Ex-Dividend Date of the such Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices Volume Weighted Average Price of the Common Stock over the Valuation Period. The adjustment to the Conversion Rate under this Section 10.05(c)(ii2.9(f)(iii) will be calculated occur as of the Close close of Business business on the last Trading Day of the Valuation Period but will Period; provided that for any Trading Day that falls within the Valuation Period, references to “10” in the portion of this Section 2.9(f)(iii) related to Spin-Offs shall be given effect deemed replaced with such lesser number of Trading Days as of immediately after the Open of Business on have elapsed between the Ex-Dividend Date of the such Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where Off and such Trading Day in determining the Conversion Date (in the case Rate as of Physical Settlement) or any such Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation PeriodDay. If any dividend or distribution of the type described in this Section 10.05(c)(ii) that constitutes a Spin-Off is declared but not so paid or made, the Conversion Rate shall be immediately readjusteddecreased, effective as of the date the Board of Directors Borrower determines not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declareddeclared or announced. For purposes of this Section 2.9(f) (and subject in all respect to Section 2.9(f)(ix)), rights, options or warrants distributed by the Borrower to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Borrower’s capital stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be Transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 2.9(f)(iii) (and no adjustment to the Conversion Rate under this Section 2.9(f)(iii) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 2.9(f)(iii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Agreement, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 2.9(f)(iii) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Conversion Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Conversion Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights, options and warrants had not been issued. For the purposes of Section 2.9(f)(i), Section 2.9(f)(ii), and this Section 10.05(c) and subsections (a) and (b) of this Section 10.052.9(f)(iii), if any dividend or distribution to which this Section 10.05(c2.9(f)(iii) applies and which dividend or distribution also includes one or both of: (1) a dividend or distribution of shares of Common Stock to which Section 10.05(a2.9(f)(i) hereof applies (a “Clause A Distribution”); or (2) a dividend or distribution of rights, options or warrants to which Section 10.05(b2.9(f)(ii) hereof applies (a “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section 10.05(c2.9(f)(iii) applies (a “Clause C Distribution”), and any Conversion Rate adjustment required by this Section 10.05(c2.9(f)(iii) with respect to such Clause C Distribution will shall then be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicablemade, (ii) the portion of such Multi-Clause A Distribution that is a and Clause B Distribution, if any, will Distribution shall be deemed to be distributed immediately following follow the Clause C Distribution, Distribution and any Conversion Rate adjustment required by Section 10.05(b2.9(f)(i) hereof and Section 2.9(f)(ii) with respect to such thereto shall then be made, except that, if determined by the Borrower (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution will shall be made, with deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock issuable as part of included in the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Distribution or Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 10.05(a) hereof with respect to such Clause A Distribution will shall be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed not to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for within the purposes meaning of making Section 2.9(f)(i) or “outstanding immediately prior to the Open of Business on such adjustmentEx-Dividend Date” within the meaning of Section 2.9(f)(ii).

Spin Offs and Other Distributed Property. (i) If the Company Issuer distributes shares of its the Capital StockStock of the Issuer, evidences of its indebtedness or indebtedness, other assets or property of the Company, Issuer or rights, options or warrants to acquire the Issuer’s Capital Stock or other securities of the Company or other securities, Issuer (the “Distributed Property”) to all or substantially all holders of the Common StockOrdinary Shares, excluding: (1A) dividends, distributions and issuances described in distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 10.05(a7.5(A) hereof or Section 10.05(b7.5(B) hereof, as applicable; (2B) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 7.5(D) hereof; (C) any dividends and distributions in connection with a reclassification, change, consolidation, merger, conveyance, transfer, sale, lease or other disposition resulting in the change in the Exchange Consideration as described in Section 10.05(d) hereof; and7.7; (3D) except as otherwise described above and below under this Section 7.5, rights issued pursuant to a stockholder rights plan adopted by the Issuer; or (E) Spin-Offs for as to which the provisions set forth in of Section 10.05(c)(ii7.5(C)(ii) hereof will shall apply, then the Conversion Exchange Rate will be increased based on the following formula: CR1 =CR0 ER1 = ER0 x SP0 SP0 –XX0 XX0 - FMV where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock ADSs (divided by the number of Ordinary Shares represented by one ADS on each such Trading Day) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Issuer’s Board of Directors Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants Distributed Property distributed with respect to each outstanding share of Common Stock Ordinary Share on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for in respect of each $1,000 principal amount of Notes held on the record date for the distributionit holds, at the same time and upon the same terms as holders of the Common StockADSs, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants to acquire Capital Stock of the Company or other securities Distributed Property that such Holder would have received if such Hoxxxx xad Holder had owned a number of shares of Common Stock ADSs equal to the Conversion Exchange Rate in effect on the record date Ex-Dividend Date for the distribution. Any increase in the Exchange Rate made under this Section 7.5(C)(i) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Exchange Rate will shall be readjusted to be the Conversion Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (iii) With respect to an adjustment pursuant to this Section 10.05(c7.5(C) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock Ordinary Shares of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the CompanyIssuer, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transactionsuch dividend or other distribution) on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent (as determined by the Board of Directors) (a “Spin-Off”), the Conversion Exchange Rate will be increased based on the following formula: CR1 =CR0 ER1 = ER0 x FMV0 + MP0 MP0 where CR0 where: ER0 = the Conversion Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such the Spin-Off; CR1 ER1 = the Conversion Exchange Rate in effect immediately after the Open of Business on such the Ex-Dividend DateDate for the Spin-Off; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock Ordinary Shares applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) Ordinary Share over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date effective date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock ADSs (divided by the number of Ordinary Shares represented by one ADS on each such Trading Day) over the Valuation Period. The adjustment to the Conversion Rate under this Section 10.05(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Valuation Period but will be given effect as of immediately after the Open of Business on the Ex-Dividend Date of the Spin-Off, with retroactive effect. The Company shall delay the settlement of any conversion of Notes where the Conversion Date (in the case of Physical Settlement) or any Trading Day of the applicable Observation Period (in the case of Cash Settlement or Combination Settlement) occurs during the Valuation Period until the third Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section 10.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared. For the purposes of this Section 10.05(c) and subsections (a) and (b) of this Section 10.05, any dividend or distribution to which this Section 10.05(c) applies and which dividend or distribution also includes one or both of: (1) a dividend or distribution of shares of Common Stock to which Section 10.05(a) hereof applies (a “Clause A Distribution”); or (2) a dividend or distribution of rights, options or warrants to which Section 10.05(b) hereof applies (a “Clause B Distribution”) (any such distribution, a “Multi-Clause Distribution”), then (i) the portion of such Multi-Clause Distribution that is not a Clause A Distribution or a Clause B Distribution will be deemed to be a dividend or distribution to which this Section 10.05(c) applies (a “Clause C Distribution”), and any Conversion Rate adjustment required by this Section 10.05(c) with respect to such Clause C Distribution will be made without considering any shares of Common Stock, if any, issuable as part of the portion of such Multi-Clause Distribution that is a Clause A Distribution or a Clause B Distribution, as applicable, (ii) the portion of such Multi-Clause Distribution that is a Clause B Distribution, if any, will be deemed to be distributed immediately following the Clause C Distribution, and any Conversion Rate adjustment required by Section 10.05(b) hereof with respect to such Clause B Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is a Clause C Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date” for the purposes of making such adjustment and (iii) the portion of such Multi-Clause Distribution that is a Clause A Distribution, if any, will be deemed to be distributed immediately following the Clause B Distribution or Clause C Distribution, as the case may be, and any Conversion Rate adjustment required by Section 10.05(a) hereof with respect to such Clause A Distribution will be made, with any shares of Common Stock issuable as part of the portion of such Multi-Clause Distribution that is either a Clause C Distribution or a Clause B Distribution deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend Date or Effective Date” for the purposes of making such adjustment.