Common use of Share Dividends; Split Ups Clause in Contracts

Share Dividends; Split Ups. If after the date hereof, the number of issued and outstanding Class A Ordinary Shares is increased by a share dividend payable in Class A Ordinary Shares, or by a split up of the Class A Ordinary Shares, or other similar event, then, on the effective date of such share capitalization, sub-division, dividend, split up or similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in issued and outstanding Class A Ordinary Shares. A rights offering to all holders of the Class A Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for the Class A Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Share Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding Class A shares of Ordinary Shares is increased by a share stock dividend payable in Class A shares of Ordinary Shares, or by a split up of the Class A shares of Ordinary Shares, or other similar event, then, on the effective date of such share capitalization, sub-division, stock dividend, split up or similar event, the number of Class A shares of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in issued and outstanding Class A shares of Ordinary Shares. A rights offering to all holders of the Class A Ordinary Shares entitling holders to purchase Class A shares of Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend capitalization of a number of Class A shares of Ordinary Shares equal to the product of (i) the number of Class A shares of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A share of Ordinary Share Shares paid in such rights offering and divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for the Class A shares of Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means for this subsection 4.1 shall mean the volume weighted average price of the Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.