Common use of Adjustments to Conversion Price Clause in Contracts

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from time to time as follows: (a) If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. (b) Prior to the consummation of any Organic Change (as defined below), the Company will make appropriate provision (in form and substance satisfactory to the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or in addition to, (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Note, such shares of stock, securities, or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "

Adjustments to Conversion Price. The If, at any time while this Note is outstanding: (i) the Borrower effects any merger or consolidation of the Borrower with or into another Person, (ii) the Borrower effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Borrower or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Lender shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be subject appropriately adjusted to adjustment from time apply to time as follows: such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (a1) If the Company at any time subdivides (by any stock split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares share of Common Stock into a greater number of sharesin such Fundamental Transaction, and the Borrower shall apportion the Conversion Price among the Alternate Consideration in effect immediately prior to such subdivision will be proportionately reduceda reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If the Company at any time combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares holders of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. (b) Prior are given any choice as to the consummation of any Organic Change (securities, cash or property to be received in a Fundamental Transaction, then the Lender shall be given the same choice as defined below), the Company will make appropriate provision (in form and substance satisfactory to the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or in addition to, (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable Alternate Consideration it receives upon the any conversion of this HolderNote following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Borrower or surviving entity in such Fundamental Transaction shall issue to the Lender a new note consistent with the foregoing provisions and evidencing the Lender's Series 1 Bridge Note, right to convert such shares note into Alternate Consideration. The terms of stock, securities, or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such case, the Company will make appropriate provision (in form and substance satisfactory successor or surviving entity to Holder comply with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect insuring that this Note (or any such consolidation, merger, or sale, unless prior replacement security) will be similarly adjusted upon any subsequent transaction analogous to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "a Fundamental Transaction.

Adjustments to Conversion Price. The Conversion Price shall be subject adjusted according to adjustment from time to time as followsthe following items: When any of the Principal Amount is outstanding at any time, (a) If if the Company: (i) pays dividends in the form of securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company at any time subdivides in order to increase the number of shares; or (by any stock iii) incorporates outstanding securities of the Company (including in the form of a reverse share split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of Common Stock into a greater to decrease the number of shares, the then-existing Conversion Price in effect immediately prior to such subdivision will shall be proportionately reduced. If multiplied by a fraction, whose numerator is the number of outstanding securities of the Company at any time combines immediately before the occurrence of the matter, and whose denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company issues Ordinary Shares to all or substantially all shareholders as a class by combination, reverse stock splitway of rights issue, or otherwiseissue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at less than 95 per cent of the closing price of the ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) one on the last trading day preceding the date of the announcement of the terms of the issue or more classes of its outstanding shares of Common Stock into a smaller number of sharesgrant, the Conversion Price shall be multiplied by a fraction, whose numerator is the number of Ordinary Shares in effect issue immediately prior to before such combination will be proportionately increased. announcement plus the number of Ordinary Shares which the aggregate amount (bif any) Prior to payable for the consummation Ordinary Shares issued by way of any Organic Change (as defined below)rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of Ordinary Shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the Company will make appropriate provision (denominator is the number of Ordinary Shares in form and substance satisfactory to issue immediately before such announcement plus the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu ofaggregate number of Ordinary Shares issued or, or in addition to, (as the case may be, comprised in the issue or grant, or (c) if the shares Company makes (or fixes a record date for the determination of Common Stock immediately theretofore acquirable holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company), then, and receivable in each such event, provision shall be made so that, upon the conversion of this Holder's Series 1 Bridge Notethe Note thereafter, such shares of stockthe Purchaser shall receive, securities, or assets as may be issued or payable with respect to, or in exchange for, addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock such Ordinary Shares would have received in connection with such event had the outstanding Principal Amount been converted into Ordinary Shares immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to each such event, all subject to further adjustment as provided herein. Any adjustment made according to the consummation thereof aforesaid conditions shall come into effect immediately after the successor entity (if other than record date of deciding the Company) resulting from consolidation shareholders having rights to obtain dividends or merger allocations and, for the purpose of any share split, incorporation or the entity purchasing reclassification, shall come into effect immediately after such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "matters come into effect.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment from At any time to time as follows: after the Issue Date, (ai) If the Company if at any time subdivides the Borrower does not maintain or replenish the Reserved Amount (by any stock splitas defined herein) within three (3) business days of the request of the Holder; (ii) if, stock dividendonce obtained as required under the Transaction Documents, recapitalizationthe Borrower fails to maintain the listing of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or otherwisethe NYSE MKT; (iii) one if the Borrower fails to comply with the reporting requirements of the Exchange Act; the reporting requirements necessary to satisfy the availability of Rule 144 to the Holder or more classes its assigns, including but not limited to the timely fulfillment of its outstanding filing requirements as a fully- reporting issuer registered with the SEC,; (iv) if the Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder; (v) if, once listed, subsequently OTC Markets changes the Borrower’s designation to ‘No Information’ (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other OTC’ or ‘Grey Market’ (Exclamation Maxx Xign) and does not cure such status within 10 business days; (vi) the restatement of any financial statements filed by the Borrower with the SEC for any date or period from two (2) years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement; (vii) once it begins trading on any of the trading markets or exchanges listed hereafter, any cessation of trading of the Common Stock on at least one of the OTC Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such cessation of trading shall continue for a period of five consecutive (5) Trading Days; and/or (viii) if Borrow is trading, the Borrower loses the “bid” price for its Common Stock ($0.0001 on the “Ask” with zero market makers on the “Bid” per Level 2); and/or (ix) if the Holder is notified in writing by the Company or the Company’s transfer agent that the Company does not have the necessary amount of authorized and issuable shares of Common Stock into available to satisfy the issuance of Shares pursuant to a greater number of sharesConversion Notice, then in addition to all other remedies under this Note, the Holder shall be entitled to increase, by two percent (2%) for each occurrence, cumulative or otherwise, the discount to the Conversion Price in effect immediately prior to shall apply for all future conversions under the Note until such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. (b) Prior to the consummation of any Organic Change (as defined below), the Company will make appropriate provision (in form and substance satisfactory to the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or in addition to, (as the case may berespective Default has been cured for fifteen (15) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Note, such shares of stock, securities, or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "calendar days.

Adjustments to Conversion Price. The Conversion Price shall be subject adjusted according to adjustment from time to time as followsthe following items: When any of the Principal Amount or interest is outstanding at any time, (a) If if the Company: (i) pays dividends in the form of securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company at any time subdivides in order to increase the number of shares; or (by any stock iii) incorporates outstanding securities of the Company (including in the form of a reverse share split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of Common Stock into a greater to decrease the number of shares, the Conversion Price in effect immediately prior to such subdivision will shall be proportionately reduced. If multiplied by a fraction, whose numerator is the number of outstanding securities of the Company at any time combines immediately before the occurrence of the matter, and whose denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company issues Ordinary Shares to all or substantially all shareholders as a class by combination, reverse stock splitway of rights issue, or otherwiseissue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Ordinary Shares, in each case at less than 95 per cent of the closing price of the ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) one on the last trading day preceding the date of the announcement of the terms of the issue or more classes of its outstanding shares of Common Stock into a smaller number of sharesgrant, the Conversion Price shall be multiplied by a fraction, whose numerator is the number of Ordinary Shares in effect issue immediately prior to before such combination will be proportionately increased. announcement plus the number of Ordinary Shares which the aggregate amount (bif any) Prior to payable for the consummation Ordinary Shares issued by way of any Organic Change (as defined below)rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of Ordinary Shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the Company will make appropriate provision (denominator is the number of Ordinary Shares in form and substance satisfactory to issue immediately before such announcement plus the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu ofaggregate number of Ordinary Shares issued or, or in addition to, (as the case may be, comprised in the issue or grant, or (c) if the shares Company makes (or fixes a record date for the determination of Common Stock immediately theretofore acquirable holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company), then, and receivable in each such event, provision shall be made so that, upon the conversion of this Holder's Series 1 Bridge Notethe Note thereafter, such shares of stockthe Purchaser shall receive, securities, or assets as may be issued or payable with respect to, or in exchange for, addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock immediately theretofore acquirable such Ordinary Shares would have received in connection with such event had the outstanding Principal Amount and, to the extent that Section 6 is applicable, all the accrued and receivable upon unpaid interest in respect of the conversion Note (including, for the avoidance of this Series 1 Bridge doubt, any interest accrued on any portion of the Principal Amount that has been converted pursuant to Section 6 of the Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect prior to such Holder's rights and interests to insure that the provisions of this Section 7(bconversion) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless been converted into Ordinary Shares immediately prior to each such event, all subject to further adjustment as provided herein. Any adjustment made according to the consummation thereof aforesaid conditions shall come into effect immediately after the successor entity (if other than record date of deciding the Company) resulting from consolidation shareholders having rights to obtain dividends or merger allocations and, for the purpose of any share split, incorporation or the entity purchasing reclassification, shall come into effect immediately after such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "matters come into effect.

Adjustments to Conversion Price. The following shall constitute a "Conversion Price shall be subject to adjustment from time to time as followsDefault": (ai) If following the Company at any time subdivides (submission by any stock split, stock dividend, recapitalization, or otherwise) one or more classes a Holder of its outstanding shares a Notice of Common Stock into a greater number of sharesConversion, the Conversion Price Corporation fails for any reason (except for the reasons contemplated in effect immediately Article III.D.) to deliver, in accordance with the delivery instructions contained in the Notice of Conversion, on or prior to the fifth trading day following the expiration of the Delivery Period for such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. (b) Prior to the consummation of any Organic Change (as defined below), the Company will make appropriate provision (in form and substance satisfactory to the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or in addition to, (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Holder's Series 1 Bridge Noteconversion, such shares of stock, securities, or assets as may be issued or payable with respect to, or in exchange for, the number of shares of Common Stock immediately theretofore acquirable and receivable to which such Holder is entitled upon such conversion or (ii) the conversion Corporation provides notice (or otherwise indicates) to any Holder at any time of this Series 1 Bridge Note had such Organic Change its intention not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicable. The Company will not effect any such consolidation, merger, or sale, unless prior to the consummation thereof the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such issue shares of stock, securities, or assets as, Common Stock upon exercise by any Holder of its conversion rights in accordance with the foregoing provisionsterms of the Notes, that or (iii) the Corporation is prohibited, at any time, from issuing shares of Common Stock upon conversion of the Notes to any Holder may because (a) the Corporation does not have available a sufficient number of authorized and unissued shares of Common Stock or (b) if after the Shareholder Approval Date, such issuance would exceed the Cap Amount, if applicable. In the case of a Conversion Default described in clauses (i) or (ii) above, the Corporation shall pay to such Holder an amount equal to (A) the outstanding principal amount of the Notes to be converted by such Holder multiplied by (B) .18 multiplied by (C) a fraction, the numerator of which is the number of days after such Conversion Default until the Default Cure Date and the denominator of which is 365. In the event the Holder elects to take such payment in cash, cash payment shall be made to the Holder within five days following any demand for payment by the Holder. In addition, upon the occurrence of a Conversion Default and until the Default Cure Date, the Holder shall be entitled to acquire. For purposes the remedies set forth in Article VI; provided, however, that the Holder shall not be entitled to exercise the remedies set forth in Article VI hereof for a Conversion Default of this Agreement, "the type enumerated in Article V(A)(i) hereof until the tenth trading day after the date that such Conversion Default remains uncured.

Adjustments to Conversion Price. The Conversion Price shall be subject adjusted according to adjustment from time to time as followsthe following items: When any of the Principal Amount is outstanding at any time, (a) If if the Company: (i) pays dividends by securities or security equivalents of the Company; (ii) splits the outstanding securities of the Company at any time subdivides in order to increase the number of shares; or (by any stock iii) incorporates outstanding securities of the Company (including the form of reverse share split, stock dividend, recapitalization, or otherwise) one or more classes of its outstanding shares of Common Stock into a greater to decrease the number of shares, the Conversion Price in effect immediately prior to such subdivision will shall be proportionately reduced. If multiplied by a fraction, whose numerator is the number of outstanding securities of the Company at any time combines immediately before the occurrence of the matter, and denominator is the number of outstanding securities of the Company immediately after the occurrence of the matter; (b) if the Company issues shares to all or substantially all shareholders as a class by combination, reverse stock splitway of rights issue, or otherwiseissue or grant to all or substantially all shareholders as a class, by way of rights issue, of options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than 95 per cent of the closing price of the ADSs divided by the ratio of ADS to share (the “Market Price Per Share”) one on the last trading day preceding the date of the announcement of the terms of the issue or more classes of its outstanding shares of Common Stock into a smaller number of sharesgrant, the Conversion Price shall be multiplied by a fraction, whose numerator is the number of Shares in effect issue immediately prior to before such combination will be proportionately increased. announcement plus the number of shares which the aggregate amount (bif any) Prior to payable for the consummation shares issued by way of any Organic Change (as defined below)rights issue or for the options or warrants or other rights issued or granted by way of rights issue and for the total number of shares comprised therein would subscribe, purchase or otherwise acquire at Market Price Per Share, and the Company will make appropriate provision (denominator is the number of shares in form and substance satisfactory to issue immediately before such announcement plus the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu ofaggregate number of shares issued or, or in addition to, (as the case may be, comprised in the issue or grant, or (c) if the shares Company makes (or fixes a record date for the determination of Common Stock immediately theretofore acquirable holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in any other asset or property (including cash, but excluding dividends by securities or security equivalents of the Company), then, and receivable in each such event, provision shall be made so that, upon the conversion of this Holder's Series 1 Bridge Notethe Note thereafter, such shares of stockthe Purchaser shall receive, securities, or assets as may be issued or payable with respect to, or in exchange for, addition to the number of shares Ordinary Shares issuable thereon, such other asset or property which the holder of Common Stock such share would have received in connection with such event had the outstanding Principal Amount been converted into Ordinary Shares immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance satisfactory to Holder with respect prior to such Holder's rights and interests event, all subject to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicablefurther adjustment as provided herein. The Company will not effect any such consolidation, merger, or sale, unless prior Any adjustment made according to the consummation thereof aforesaid conditions shall come into effect immediately after the successor entity (if other than record date of deciding the Company) resulting from consolidation shareholders having rights to obtain dividends or merger allocations, and for the purpose of share split, incorporation or the entity purchasing reclassification, shall come into effect immediately after such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, "matters come into effect.

Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment (i) Adjustments for issuances of subordinate voting shares, share splits and share combinations. If the Company shall, at any time and from time to time while any Convertible Preferred Shares are outstanding, issue Subordinate Voting Shares as follows: (a) If a dividend or distribution to all or substantially all holders of its Subordinate Voting Shares or the Company at any time subdivides (by any stock split, stock dividend, recapitalization, shall effect a share split or otherwise) one or more classes share combination of its outstanding shares of Common Stock Subordinate Voting Shares into a greater or lesser number of sharesSubordinate Voting Shares (in each case excluding an issuance solely pursuant to a Capital Reorganization, as to which SECTION 6(e)(vi) will apply), then the then-applicable Conversion Price will be adjusted in accordance with the following formula: where CP0 = the Conversion Price in effect immediately prior to the close of business on the Record Date for such subdivision will be proportionately reduced. If dividend or distribution or immediately prior to the Company at any time combines (by open of business on the Effective Date for such share split or share combination, reverse stock split, or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, as the case may be; CP1 = the Conversion Price in effect immediately prior to after the close of business on such combination will be proportionately increased. (b) Prior to Record Date or immediately after the consummation open of any Organic Change (as defined below)business on such Effective Date, the Company will make appropriate provision (in form and substance satisfactory to the Holder to insure that Holder will thereafter have the right to acquire and receive in lieu of, or in addition to, (as the case may be; OS0 = the number of Subordinate Voting Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of Subordinate Voting Shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment to the Conversion Price made pursuant to this SECTION 6(e)(i) shall become effective immediately after the shares close of Common Stock business on the Record Date for such dividend or distribution, or immediately theretofore acquirable and receivable upon after the conversion open of business on the Effective Date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this SECTION 6(e)(i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared. For the purposes of this Holder's Series 1 Bridge Note, such shares of stock, securities, or assets as may be issued or payable with respect to, or in exchange forSECTION 6(e)(i), the number of Subordinate Voting Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share split or share combination, as applicable, shall not include shares of Common Stock immediately theretofore acquirable and receivable upon the conversion of this Series 1 Bridge Note had such Organic Change not taken place. In any such case, held in treasury by the Company will make appropriate provision (but shall include any shares issuable in form and substance satisfactory to Holder with respect to such Holder's rights and interests to insure that the provisions of this Section 7(b) and Sections 6(d) and 6(e) above will thereafter be applicableany scrip certificates issued in lieu of fractions of Subordinate Voting Shares. The Company will shall not effect pay any such consolidation, merger, dividend or sale, unless prior to the consummation thereof the successor entity (if other than make any such distribution on Subordinate Voting Shares held in treasury by the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument (in form and substance satisfactory to Holder, the obligation to deliver to Holder such shares of stock, securities, or assets as, in accordance with the foregoing provisions, that Holder may be entitled to acquire. For purposes of this Agreement, ".