Common use of Rights or Warrants Clause in Contracts

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock, subject to the last paragraph of this Section 6.3, at a price per share less than the Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights).

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock, subject to the last paragraph of this Section 6.35.1(c), at a price per share less than the Current Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this each Warrant is exercisable will be adjusted based on the following formula: NS’ ' = NS0 × x OS0 + X OS0 + Y where, NS’ ' = the number of Warrant Shares for which this each Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this each Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Current Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is the Warrants are exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is the Warrants are exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is the Warrants are exercisable shall again be adjusted to be the number of Warrant Shares for which this each Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 5.1(c) which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of the Warrants. In the event that the Company issues rights pursuant to a stockholder rights plan, no adjustment shall be required under this WarrantSection 5.1(c) until the time such rights become exercisable. In determining whether any rights or warrants entitle the holders Holders to subscribe for or purchase shares of Common Stock at less than such the Current Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined reasonably and in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders Board of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights)Directors.

Rights or Warrants. If (a) Subject to Section 6.3(b), if the Company issues to all or substantially all holders of its Common Stock Ordinary Shares any rights or warrants entitling them to subscribe for or purchase shares Ordinary Shares for a period expiring sixty (60) days or less from the date of Common Stock, subject to the last paragraph of this Section 6.3, issuance thereof at a price per share less than the Market Price per share of Common Stock Ordinary Share on the Business Day immediately preceding the date of announcement of such issuanceannouncement, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event adjustment NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event adjustment OS0 = the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the close of business on the date of announcement of such event issuance X = the total number of shares of Common Stock Ordinary Shares issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock Ordinary Shares equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share Ordinary Share on the Business Day immediately preceding the date of Common Stock as of the record dateannouncement. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.prior to 9:00 a.m., New York City time, on the Business Day following the record date fixed for determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Companyissuance. To the extent that shares of Common Stock Ordinary Shares are not delivered after upon or before the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall again be readjusted adjusted to the number of Warrant Ordinary Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock Ordinary Shares actually delivereddelivered (and the Exercise Price also correspondingly readjusted). If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants had not been fixedfixed (and the Exercise Price also correspondingly readjusted). No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders of the Company’s Ordinary Shares to subscribe for or purchase shares of Common Stock Ordinary Shares at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders Board of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights)Directors.

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock, subject to the last paragraph of this Section 6.3, at a price per share less than the Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for determination of stockholders entitled to receive such rights or warrantsdetermination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders Holder to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the BoardBoard of Directors. In the event the Company adopts or implements a shareholder rights plan agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder warrantholder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 6 in respect of such Rights).

Rights or Warrants. If In the case the Company issues shall fix a record date for the issuance of rights or warrants to all or substantially all holders of its Common Preferred Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Preferred Stock (or securities convertible into Preferred Stock, subject to the last paragraph of this Section 6.3, ) at a price (the "Subscription Price") (or having a conversion price per share share) less than the Market Price per share current market price of Common the Preferred Stock (as defined in Section 8.5 below) on the Business Day immediately preceding the date of announcement of such issuancerecord date, the number exercise price of Warrant Shares for which this Warrant is exercisable will No. 1 shall be adjusted based on so that it shall thereafter equal the following formula: NS’ = NS0 × OS0 + X OS0 + Y where, NS’ = price determined by multiplying (i) the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable exercise price in effect immediately prior to the date of such event OS0 = issuance and (ii) a fraction, the numerator of which shall be the sum of the number of shares of Common Preferred Stock outstanding immediately prior to on such event X = record date and the number of additional shares of Preferred Stock which the aggregate offering price of the total number of shares of Common Preferred Stock issuable pursuant to such rights so offered for subscription or purchase (or warrantsthe aggregate conversion price of the convertible securities so offered) Y = would purchase at such current market price per share of the Preferred Stock, and the denominator of which shall be the sum of the number of shares of Common Preferred Stock equal to outstanding on such record date and the aggregate price payable to exercise such rights number of additional shares of Preferred Stock offered for subscription or purchase (or warrants) divided by into which the Market Price per share of Common Stock as of the record dateconvertible securities so offered are convertible). Such adjustment shall be made successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m., New York City time, on the record date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To ; and to the extent that shares of Common Preferred Stock are not delivered (or securities convertible into Preferred Stock are not delivered) after the expiration of such rights or warrants, warrants the number of Warrant Shares for which this Warrant is exercisable exercise price shall be readjusted to the number of Warrant Shares for exercise price which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on upon the basis of delivery of only the number of shares of Common Preferred Stock (or securities convertible into Preferred Stock) actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights).8.3

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock, subject to the last paragraph of this Section 6.3, at a price per share less than the Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for determination of stockholders entitled to receive such rights or warrantsdetermination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders Holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the BoardBoard of Directors. In the event the Company adopts or implements a shareholder rights plan agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder Warrantholder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 6 in respect of such Rights).

Rights or Warrants. If In the case the Company issues shall fix a record date for the issuance of rights or warrants to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock, subject to the last paragraph of this Section 6.3, ) at a price (the "Subscription Price") (or having a conversion price per share share) less than the Market Price per share current market price of the Common Stock (as defined in Section 8.5 below) on the Business Day immediately preceding the date of announcement of such issuancerecord date, the number exercise price of Warrant Shares for which this Warrant is exercisable will No. 1 shall be adjusted based on so that it shall thereafter equal the following formula: NS’ = NS0 × OS0 + X OS0 + Y where, NS’ = price determined by multiplying (i) the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable exercise price in effect immediately prior to the date of such event OS0 = issuance and (ii) a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to on such event X = record date and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights so offered for subscription or purchase (or warrantsthe aggregate conversion price of the convertible securities so offered) Y = would purchase at such current market price per share of the Common Stock, and the denominator of which shall be the sum of the number of shares of Common Stock equal to outstanding on such record date and the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share number of additional shares of Common Stock as of offered for subscription or purchase (or into which the record dateconvertible securities so offered are convertible). Such adjustment shall be made successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m., New York City time, on the record date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To ; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, warrants the number of Warrant Shares for which this Warrant is exercisable exercise price shall be readjusted to the number of Warrant Shares for exercise price which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights).

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any Units warrants or other rights or warrants entitling them to subscribe for or purchase shares of Common StockUnits, subject to the last paragraph of this Section 6.35.1(c), at a price per share Common Unit less than the Current Market Price per share of Common Stock Unit on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares Units for which this each Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × OS0 + X NS' = NS0 x OS0 + Y where, NS’ ' = the number of Warrant Shares Units for which this each Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares Units for which this each Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock Units outstanding immediately prior to such event X = the total number of shares of Common Stock Units issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock Units equal to the aggregate price payable to exercise such rights (or warrants) divided by the Current Market Price per share of Common Stock Unit as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders unit holders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock Units are not delivered after the expiration of such rights or warrants, the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable shall automatically be readjusted to the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock Units actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable shall again be adjusted to be the number of Warrant Shares Units for which this each Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders unit holders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 5.1(c) which shall have the effect of decreasing the number of Warrant Shares Units issuable upon exercise of the Warrants. In the event that the Company issues rights pursuant to a unit holder rights plan, no adjustment shall be required under this WarrantSection 5.1(c) until the time such rights become exercisable. In determining whether any rights or warrants entitle the holders Holders to subscribe for or purchase shares of Common Stock Units at less than such the Current Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined reasonably and in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders Board of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights)Directors.

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock Shares, any rights or warrants entitling them to subscribe for or purchase shares Common Shares, for a period expiring 45 days or less from the date of Common Stock, issuance thereof and subject to the last paragraph of this Section 6.3, at a price per share less than the Market Price per share of Common Stock Shares on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event adjustment NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event adjustment OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the close of business on the date of announcement of such event issuance X = the total number of shares of Common Stock Shares issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock Shares equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share Common Share on the Business Day immediately preceding the date of Common Stock as of the record dateannouncement. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.prior to 9:00 a.m., New York City time, on the Business Day following the record date fixed for determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Companyissuance. To the extent that shares of Common Stock Shares are not delivered after upon or before the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall again be readjusted adjusted to the number of Warrant Common Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock Shares actually delivereddelivered (and the Exercise Price also correspondingly readjusted). If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants had not been fixedfixed (and the Exercise Price also correspondingly readjusted). No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights).this

Rights or Warrants. If In case the Company issues Borrower shall distribute to all or substantially all holders of its Common Stock any outstanding Ordinary Shares rights or warrants entitling them (for a period expiring within 45 calendar days after the record date for such distribution) to subscribe for or purchase shares Ordinary Shares (directly or in the form of Common Stock, subject to the last paragraph of this Section 6.3, ADSs) at a price per share less than the Market Closing Sale Price per share of Common Stock the ADSs divided by the number of Ordinary Shares then represented by each ADS on the Business Trading Day immediately preceding the declaration date of announcement of such issuancedistribution, the number of Warrant Shares for which this Warrant is exercisable will Conversion Rate shall be adjusted based on the following formula: NSCR’ = NS0 × OS0 CR(0) x OS(0) + X OS0 OS(0) + Y where, NS’ CR(0) = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable Conversion Rate in effect immediately prior to the Ex Date for such event OS0 distribution; CR’ = the Conversion Rate in effect immediately after the Ex Date for such distribution; OS(0) = the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the Ex Date for such event distribution; X = the total number of shares Ordinary Shares issuable (directly or in the form of Common Stock issuable ADSs) pursuant to such rights (or warrants) ; and Y = the number of shares of Common Stock Ordinary Shares equal to the aggregate price payable to exercise such rights (or warrants) warrants divided by the Market Price per share average of Common Stock as each of the record dateClosing Sale Price of the ADSs divided by the number of Ordinary Shares then represented by each ADS over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex Date for such distribution. Such adjustment shall be successively made whenever any such rights or warrants are issued distributed and shall become effective immediately after 5:00 p.m., New York City time, the opening of business on the date fixed Ex Date for determination of stockholders entitled to receive such rights or warrantsdistribution. The Company Borrower shall not issue any such rights, options rights or warrants in respect of shares of Common Stock Ordinary Shares held in treasury by the CompanyBorrower. To the extent that shares of Common Stock Ordinary Shares are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable Conversion Rate shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares Ordinary Shares actually delivered (directly or in the form of Common Stock actually deliveredADSs). If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable Conversion Rate shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable Conversion Rate that would then be in effect if such date fixed Ex Date for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares Ordinary Shares (directly or in the form of Common Stock ADSs) at less than such Market PriceClosing Sale Price (as divided by the number of Ordinary Shares then represented by each ADS), and in determining the aggregate offering price payable to exercise of such rights or warrantsOrdinary Shares, there shall be taken into account any consideration received by the Company Borrower for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders Board of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights)Directors.

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock, subject to the last paragraph of this Section 6.3, at a price per share less than the Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. date Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for determination of stockholders entitled to receive such rights or warrantsdetermination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders Holder to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the BoardBoard of Directors. In the event the Company adopts or implements a shareholder rights plan agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder warrantholder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 6 in respect of such Rights).

Rights or Warrants. If In the case the Company issues shall fix a record date for the issuance of rights or warrants to all or substantially all holders of its Common Stock any rights or warrants entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock, subject to the last paragraph of this Section 6.3, ) at a price (the "Subscription Price") (or having a conversion price per share share) less than the Market Price per share current market price of the Common Stock (as defined in Section 8.5 below) on the Business Day immediately preceding the date of announcement of such issuancerecord date, the number exercise price of Warrant Shares for which this Warrant is exercisable will No. 1 shall be adjusted based on so that it shall thereafter equal the following formula: NS’ = NS0 × OS0 + X OS0 + Y where, NS’ = price determined by multiplying (i) the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable exercise price in effect immediately prior to the date of such event OS0 = issuance and (ii) a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to on such event X = record date and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock issuable pursuant to such rights so offered for subscription or purchase (or warrantsthe aggregate conversion price of the convertible securities so offered) Y = would purchase at such current market price per share of the Common Stock, and the denominator of which shall be the sum of the number of shares of Common Stock equal to outstanding on such record date and the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share number of additional shares of Common Stock as of offered for subscription or purchase (or into which the record dateconvertible securities so offered are convertible). Such adjustment shall be made successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m., New York City time, on the record date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To ; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, warrants the number of Warrant Shares for which this Warrant is exercisable exercise price shall be readjusted to the number of Warrant Shares for exercise price which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on upon the basis of delivery of only the number of shares of Common Stock (or securities convertible int Common Stock) actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights).

Rights or Warrants. If the Company issues to all or substantially all holders of its Common Stock any Units warrants or other rights or warrants entitling them to subscribe for or purchase shares of Common StockUnits, subject to the last paragraph of this Section 6.35.1(c), at a price per share Common Unit less than the Current Market Price per share of Common Stock Unit on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares Units for which this each Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × OS0 + X NS' = NS0 x OS0 + Y where, NS’ ' = the number of Warrant Shares Units for which this each Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares Units for which this each Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock Units outstanding immediately prior immediatelyprior to such event X = the total number of shares of Common Stock Units issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock Units equal to the aggregate price payable to exercise such rights (or warrants) divided by the Current Market Price per share of Common Stock Unit as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m.9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders unit holders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock Units are not delivered after the expiration of such rights or warrants, the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable shall automatically be readjusted to the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock Units actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares Units for which this Warrant is the Warrants are exercisable shall again be adjusted to be the number of Warrant Shares Units for which this each Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders unit holders entitled to receive such rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 6.3 5.1(c) which shall have the effect of decreasing the number of Warrant Shares Units issuable upon exercise of the Warrants. In the event that the Company issues rights pursuant to a unit holder rights plan, no adjustment shall be required under this WarrantSection 5.1(c) until the time such rights become exercisable. In determining whether any rights or warrants entitle the holders Holders to subscribe for or purchase shares of Common Stock Units at less than such the Current Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined reasonably and in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders Board of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of Warrant Shares described in this Section 6.3 at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the number of Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6.3 in respect of such Rights)Directors.