General Adjustment Provisions Clause Samples

General Adjustment Provisions. (a) In any case in which this Section 5 shall require that an adjustment be made retroactive to the date immediately following a Record Date, an Issuer may elect to defer (but only until five (5) Business Days following the mailing by such Issuer to the Holder of the certificate as required by Section 5.7) issuing to the Holder, in the event of any exercise of this Warrant after such Record Date, the units or shares of Common Equity Securities issuable upon such exercise in excess of the units or shares of Common Equity Securities issuable upon such exercise prior to such adjustment, if any. (b) The provisions and adjustments provided for in this Section 5 shall apply to successive events or occurrences of the types described in this Section 5. (c) For the purpose of making any adjustment required under this Section 5 that requires a determination of the aggregate consideration received by an Issuer for any sale, issue or distribution of securities, the aggregate consideration received by such Issuer shall equal the sum of: (i) to the extent it consists of cash, the net amount of cash received by the Issuer after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by such Issuer in connection with such issue or sale but without deduction of any expenses payable by such Issuer, and (ii) to the extent it consists of property or assets other than cash, the Fair Market Value of the property or assets.

General Adjustment Provisions. For purposes of clauses (i) to (v) above, as applicable: The Issuer shall not take any action that would otherwise reduce the Exchange Price below the par value of the Exchange Shares. Except in the case of a consolidation or reclassification of Exchange Shares pursuant to clause (i)(z) above or, if applicable, an event in Condition 8(j), the Exchange Price will not be increased as a result of any adjustment. In case of an adjustment under clause (i), (ii) or (iii) above, if the actual amount of adjustment cannot be determined on such record date because certain terms of issuance or distribution have not been determined, the Issuer may elect to defer the effectiveness of such adjustment until it can be determined and such adjustment will take effect retroactively from the record date set for the issuance or distribution. If any doubt arises as to the appropriate adjustment to the Exchange Price, a certificate of the Issuer’s auditors at the time will be conclusive and binding on all concerned except in the case of manifest error. No adjustment will be made to the Exchange Price where the adjustment, rounded to the nearest Won as provided below, if applicable, would be less than two hundred (200) Won. On any adjustment, the resulting Exchange Price will be rounded to the nearest Won (or the smaller of the nearest Won in the case of two equally near Won). Any adjustment not required to be made and any amount by which the Exchange Price will be rounded will be carried forward and taken into account in any subsequent adjustment. The holders and the Paying Agents will be given notice, in the manner described in Condition 13, of any adjustment in accordance with the Conditions, and all information regarding such adjustment will be made available at such Paying Agents’ offices.

General Adjustment Provisions. Notwithstanding anything to the contrary contained in this Indenture, no adjustments to the Conversion Price or the number of shares of Common Stock issuable upon conversion of the Securities shall be made solely as a result of any Excluded Issuance.

General Adjustment Provisions