Common use of General; Failure of Dilution Event to Occur Clause in Contracts

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Rate; provided, however, that any adjustments that by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If any dividend or distribution of the type described in Section 6.1(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided, split or combined, as the case may be, each new Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, dividend, distribution, split or combination, to the Exchange Rate that would then be in effect if such subdivision, dividend, distribution, share split or share combination had not been declared or announced. If any rights or warrants described in Section 6.1(b) are not so issued, the Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, to the Exchange Rate that would then be in effect if such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(d) is declared but not so paid or made, each new Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1, the Dilution Adjustments previously applied to the Exchange Rate in respect of such events shall not be rescinded but shall be applied to the new Exchange Rate provided for under Section 6.2.

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Rate; provided, however, that any adjustments that by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If any dividend or distribution of the type described in Section 6.1(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided, split or combined, as the case may be, each new the Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, dividend, distribution, split or combination, to the Exchange Rate that would then be in effect if such subdivision, dividend, distribution, share split or share combination had not been declared or announced. If any rights or warrants described in Section 6.1(b) are not so issued, the Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, to the Exchange Rate that would then be in effect if such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(c) or Section 6.1(d) is declared but not so paid or made, each new the Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new the Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1, the Dilution Adjustments previously applied to the Exchange Rate in respect of such events shall not be rescinded but shall be applied to the new Exchange Rate provided for under Section 6.2.

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, (or if there is not a nearest 1/10,000th, 1/10,000th to the next lower 1/10,000th). No adjustment in Starting Value for the Exchange Rate Calculation of the Periodic Capped Return for any Reset Date shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Ratetherein; provided, however, that any adjustments that which by reason of this sentence are not required to be made shall be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any dividend announcement or distribution declaration of the type described a record date in Section 6.1(a) is declared but not so paid or made, or the outstanding shares respect of Common Stock are not subdivided, split or combined, as the case may be, each new Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, a dividend, distribution, split issuance or combinationrepurchase requiring an adjustment pursuant to this Section 403 shall subsequently be canceled by the Designated Issuer, to the Exchange Rate that would then be in effect if or such subdivision, dividend, distribution, share split issuance or share combination had not been declared repurchase shall fail to receive requisite approvals or announced. If shall fail to occur for any rights other reason, then, upon such cancellation, failure of approval or warrants described in Section 6.1(b) are not so issuedfailure to occur, the Exchange Rate Periodic Capped Return for the next occurring Reset Date after such event shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, further adjusted to the Exchange Rate that Periodic Capped Return which would then be have been in effect if had adjustment for such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(d) is declared but not so paid or made, each new Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had event not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1403, the Dilution Adjustments previously applied to the Exchange Rate in respect of Periodic Capped Return for the next occurring Reset Date after such events shall not be rescinded but shall be applied to the new Exchange Rate Periodic Capped Return provided for under Section 6.2Sections 404 and 405. The then-current market price of an ordinary share, for the purpose of applying any dilution adjustment, means the average trading price per Ordinary Share for the 10 trading days immediately before such adjustment is effected or, in the case of an adjustment effected at the opening of business on the business day next following a record date, immediately before the earlier of the date such adjustment is effected and the related ex-date. The ex-date with respect to any dividend, distribution or issuance is the first date on which the Ordinary Shares trade regular way on their principal market without the right to receive such dividend, distribution or issuance.

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, (or if there is not a nearest 1/10,000th, 1/10,000th to the next lower 1/10,000th). No adjustment in Starting Value for the Exchange Rate Calculation of the Periodic Capped Return for any Reset Date shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Ratetherein; provided, however, that any adjustments that which by reason of this sentence are not required to be made shall be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any dividend announcement or distribution declaration of the type described a record date in Section 6.1(a) is declared but not so paid or made, or the outstanding shares respect of Common Stock are not subdivided, split or combined, as the case may be, each new Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, a dividend, distribution, split issuance or combinationrepurchase requiring an adjustment pursuant to this Section 403 shall subsequently be canceled by the Designated Issuer, to the Exchange Rate that would then be in effect if or such subdivision, dividend, distribution, share split issuance or share combination had not been declared repurchase shall fail to receive requisite approvals or announced. If shall fail to occur for any rights other reason, then, upon such cancellation, failure of approval or warrants described in Section 6.1(b) are not so issuedfailure to occur, the Exchange Rate Periodic Capped Return for the next occurring Reset Date after such event shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, further adjusted to the Exchange Rate that Periodic Capped Return which would then be have been in effect if had adjustment for such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(d) is declared but not so paid or made, each new Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had event not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1403, the Dilution Adjustments previously applied to the Exchange Rate in respect of Periodic Capped Return for the next occurring Reset Date after such events shall not be rescinded but shall be applied to the new Exchange Rate Periodic Capped Return provided for under Section 6.2Sections 404 and 405. SECTION 404 ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION EVENT. In the event of (i) any consolidation or merger of a Designated Issuer, or any surviving entity or subsequent surviving entity of the Designated Issuer (a "DESIGNATED ISSUER SUCCESSOR"), with or into another entity (other than a merger or consolidation in which the Designated Issuer is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Designated Issuer or another Person), (ii) any sale, transfer, lease or conveyance to another Person of the property of the Designated Issuer or any Designated Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Designated Issuer or any Designated Issuer Successor with another Person (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Designated Issuer or any Designated Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv), a "REORGANIZATION EVENT"), then, as to the relevant series, the Ending Value used to calculate the Periodic Capped Return for the next occurring Reset Date and the Starting Value and the Ending Value used to calculate the Period Capped Return for each Reset Date thereafter (other than at Maturity) shall be based on the Transaction Value rather than the closing price of the Common Stock and the Ending Value used to calculate the Periodic Capped Return at Maturity shall be based on the Transaction Value rather than the Ten Day Closing Price of the Common Stock.

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, 1/10,000th to the next lower 1/10,000th. No adjustment in the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for any Reset Period shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Ratetherein; provided, however, that any adjustments that which by reason of this sentence are not required to be made shall be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any dividend announcement or distribution declaration of the type described a record date in Section 6.1(a) is declared but not so paid or made, or the outstanding shares respect of Common Stock are not subdivided, split or combined, as the case may be, each new Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, a dividend, distribution, split issuance or combinationrepurchase requiring an adjustment pursuant to this Section 403 shall subsequently be canceled by the Designated Issuer, to the Exchange Rate that would then be in effect if or such subdivision, dividend, distribution, share split issuance or share combination had not been declared repurchase shall fail to receive requisite approvals or announced. If shall fail to occur for any rights other reason, then, upon such cancellation, failure of approval or warrants described in Section 6.1(b) are not so issuedfailure to occur, the Exchange Rate Periodic Capped Return for the Reset Period ending on the Reset Date next occurring after such event shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, further adjusted to the Exchange Rate that Periodic Capped Return which would then be have been in effect if had adjustment for such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(d) is declared but not so paid or made, each new Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had event not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1403, the Dilution Adjustments previously applied to the Exchange Rate in respect of Periodic Capped Return for the Reset Period ending on the Reset Date next occurring after such events shall not be rescinded but shall be applied to the new Exchange Rate Periodic Capped Return provided for under Section 6.2Sections 404 and 405. SECTION 404 ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION EVENT. In the event of (i) any consolidation or merger of a Designated Issuer, or any surviving entity or subsequent surviving entity of the Designated Issuer (a "DESIGNATED ISSUER SUCCESSOR"), with or into another entity, other than a merger or consolidation in which the Designated Issuer is the continuing corporation and in which the Common Stock outstanding immediately before the merger or consolidation is not exchanged for cash, securities or other property of the Designated Issuer or another Person, (ii) any sale, transfer, lease or conveyance to another Person of the property of the Designated Issuer or any Designated Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Designated Issuer or any Designated Issuer Successor with another Person, other than in connection with a merger or acquisition, or (iv) any liquidation, dissolution or winding up of the Designated Issuer or any Designated Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv), a "REORGANIZATION EVENT"), then, as to the relevant series, the Ending Value used to calculate the Periodic Capped Return for the Reset Period ending on the Reset Date next occurring, and the Starting Value and the Ending Value used to calculate the Period Capped Return for each Reset Period thereafter (other than the Reset Period ending at Maturity) shall be based on the Transaction Value rather than the Trading Price of the Common Stock and the Ending Value used to calculate the Periodic Capped Return for the Reset Period ending at Maturity shall be based on the Transaction Value rather than the Ten Day Trading Price of the Common Stock.

General; Failure of Dilution Event to Occur. All Dilution Adjustments shall be rounded upward or downward to the nearest 1/10,000th or, (or if there is not a nearest 1/10,000th, 1/10,000th to the next lower 1/10,000th). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exchange Ratetherein; provided, however, that any adjustments that which by reason of this sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If any dividend announcement or distribution declaration of the type described a record date in Section 6.1(a) is declared but not so paid or made, or the outstanding shares respect of Common Stock are not subdivided, split or combined, as the case may be, each new Exchange Rate shall be immediately readjusted, effective as of the date the board of directors of the Company determines not to pay such dividend or distribution or to effect such subdivision, a dividend, distribution, split issuance or combinationrepurchase requiring an adjustment pursuant to this Section 403 shall subsequently be cancelled by the Designated Issuer, to the Exchange Rate that would then be in effect if or such subdivision, dividend, distribution, share split issuance or share combination had not been declared repurchase shall fail to receive requisite approvals or announced. If shall fail to occur for any rights other reason, then, upon such cancellation, failure of approval or warrants described in Section 6.1(b) are not so issuedfailure to occur, the Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to issue such rights or warrants, further adjusted to the Exchange Rate that which would then be have been in effect if had adjustment for such issuance had not been declared. If any rights or warrants described in Section 6.1(b) are not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect if the adjustments made upon the issuance of such right or warrant had been made on the basis of the delivery of only the number of shares of the Common Stock actually delivered. If any dividend or distribution described in Section 6.1(d) is declared but not so paid or made, each new Exchange Rate shall be readjusted, effective as of the date the Company’s board of directors publicly announces its decision not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. If the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any tender or exchange offer described in Section 6.1(e), but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchase, or all such purchases are rescinded, then each new Exchange Rate shall be readjusted to be the Exchange Rate that would then be in effect if such tender or exchange offer had event not been made. If a Reorganization Event shall occur after the occurrence of one or more events requiring an adjustment pursuant to this Section 6.1403, the Dilution Adjustments previously applied to the Exchange Rate in respect of such events shall not be rescinded but shall be applied to the new Exchange Rate provided for under Section 6.2.Sections 404 and 405. SECTION 404 Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (i) any consolidation or merger of the Designated Issuer, or any surviving entity or subsequent surviving entity of the Designated Issuer (a "Designated Issuer Successor"), with or into another entity (other than a merger or consolidation in which the Designated Issuer is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Designated Issuer or another Person), (ii) any sale, transfer, lease or conveyance to another Person of the property of the Designated Issuer or any Designated Issuer Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of the Designated Issuer or any Designated Issuer Successor with another Person (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of the Designated Issuer or any Designated Issuer Successor (any such event described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), the Exchange Rate shall be adjusted so that, on the Maturity Date, the Holders of the Securities shall receive cash in an amount equal to the product of _______________ [insert the aggregate number of shares underlying the Forward Contract] multiplied by (i) if the Transaction Value is less than or equal to the Appreciation Threshold Price, the Transaction Value, and (ii) if the Transaction Value is greater than the Appreciation Threshold Price, the Appreciation Threshold Price. [To be revised if TARGETS are to be sold at a per unit price other than the Current Market Price of the Common Stock]