Common use of Split-Ups Clause in Contracts

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.7 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Historical 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 Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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) “Historical Fair Market Value” means the volume weighted average price of 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by ), and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding shares of Class A ordinary shares Common Stock is increased by a capitalization or share stock dividend payable in shares of Class A ordinary sharesCommon Stock, or by a split-up of shares of Class A ordinary shares Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of shares of Class A ordinary shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A ordinary sharesCommon Stock. A rights offering to holders of the Class A ordinary shares Common Stock entitling holders to purchase shares of Class A ordinary shares Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a share stock dividend of a number of shares of Class A ordinary shares Common Stock equal to the product of (i) the number of shares of Class A ordinary shares Common Stock 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 sharesCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesCommon Stock, in determining the price payable for Class A ordinary sharesCommon Stock, 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 Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A ordinary shares Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding Class A ordinary shares Ordinary Shares is increased by a share capitalization or share dividend payable in Class A ordinary sharesOrdinary Shares, or by a split-up of Class A ordinary shares Ordinary Shares or other similar event, then, on the effective date of such share dividendcapitalization, split-up or similar event, the number of Class A ordinary shares Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A ordinary sharesOrdinary Shares. A rights offering made to all or substantially all holders of 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 fair market value will be deemed a share dividend capitalization 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 Class A ordinary shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares share paid in such rights offering divided by and (y) the Fair Market Valuefair market value. For these purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there shall will 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” fair market value means the volume weighted average price of 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. No Ordinary Shares shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding shares of Class A ordinary shares Common Stock is increased by a capitalization or share stock dividend payable in shares of Class A ordinary sharesCommon Stock, or by a split-up of shares of Class A ordinary shares Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of shares of Class A ordinary shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A ordinary sharesCommon Stock. A rights offering to holders of the Class A ordinary shares Common Stock entitling holders to purchase shares of Class A ordinary shares Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a share stock dividend of a number of shares of Class A ordinary shares Common Stock equal to the product of (i) the number of shares of Class A ordinary shares Common Stock 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 sharesCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesCommon Stock, in determining the price payable for Class A ordinary sharesCommon Stock, 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 Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A ordinary shares Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding shares of Class A ordinary shares Common Stock is increased by a capitalization or share stock dividend payable in shares of Class A ordinary sharesCommon Stock, or by a split-up of shares of Class A ordinary shares Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of shares of Class A ordinary shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A ordinary sharesCommon Stock. A rights offering to holders of the Class A ordinary shares Common Stock entitling holders to purchase shares of Class A ordinary shares Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a share stock dividend of a number of shares of Class A ordinary shares Common Stock equal to the product of (i) the number of shares of Class A ordinary shares Common Stock 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 sharesCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesCommon Stock, in determining the price payable for such Class A ordinary sharesCommon Stock, 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) conversion. “Fair Market Value” means the volume weighted average price 10-Day Average Closing Price as of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first (1st) date on which the Class A ordinary shares Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything to the contrary herein, no shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.7 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 ‎4.7 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by ), and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 ‎4.7 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding shares of Class A ordinary shares Common Stock is increased by a capitalization or share dividend payable in of Class A ordinary sharesCommon Stock, or by a split-up of Class A ordinary shares Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of shares of Class A ordinary shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A ordinary sharesCommon Stock. A rights offering to holders of Class A ordinary shares Common Stock entitling holders to purchase Class A ordinary shares Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend capitalization of a number of shares of Class A ordinary shares Common Stock equal to the product of (i) the number of shares of Class A ordinary shares Common Stock 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 sharesCommon Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesCommon Stock, in determining the price payable for Class A ordinary sharesCommon Stock, 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 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.Fair

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Historical 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 Class A ordinary shares) multiplied by ), and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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) “Historical Fair Market Value” means the volume weighted average price of 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding shares of Class A ordinary shares Common Stock is increased by a capitalization or share stock dividend payable in shares of Class A ordinary sharesCommon Stock, or by a split-up of shares of Class A ordinary shares Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of shares of Class A ordinary shares Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A ordinary sharesCommon Stock. A rights offering to holders of the Class A ordinary shares Common Stock entitling holders to purchase shares of Class A ordinary shares Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share stock dividend of a number of shares of Class A ordinary shares Common Stock equal to the product of (i) the number of shares of Class A ordinary shares Common Stock 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 sharesCommon Stock) multiplied by and (ii) one (1) minus the quotient of (x) the price per share of Class A ordinary shares Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesCommon Stock, in determining the price payable for Class A ordinary sharesCommon Stock, 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) “Historical Fair Market Value” means the volume weighted average price of the Class A ordinary shares Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A ordinary shares Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 ‎4.7 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share 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 the outstanding Class A ordinary shares. A rights offering to holders of 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 Class A ordinary shares) multiplied by and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for 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 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.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of issued and outstanding Class A ordinary shares of Common Stock is increased by a capitalization or share stock dividend payable in Class A ordinary sharesof shares of Common Stock, or by a split-up of Class A ordinary shares of Common Stock or other similar event, then, on the effective date of such share stock dividend, split-up or similar event, the number of Class A ordinary shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A ordinary sharesshares of Common Stock. A rights offering made to all or substantially all holders of Class A ordinary shares of Common Stock entitling holders to purchase Class A ordinary shares of Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share stock dividend of a number of Class A ordinary shares of Common Stock equal to the product of (i) the number of Class A ordinary shares of Common Stock 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 Class A ordinary sharesthe shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares share of Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesshares of Common Stock, in determining the price payable for Class A ordinary sharesshares of Common Stock, 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) “Historical Fair Market Value” means the volume volume-weighted average price of Class A ordinary the shares as reported of Common Stock during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereofClosing Date, and subject to the provisions of Section ‎4.6 4.6 below, the number of outstanding Class A ordinary shares Ordinary Shares is increased by a share capitalization or share dividend payable in Class A ordinary sharesOrdinary Shares, or by a split-up of Class A ordinary shares Ordinary Shares or other similar event, then, on the effective date of such share dividendcapitalization, split-up or similar event, the number of Class A ordinary shares Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A ordinary sharesOrdinary Shares. A rights offering to holders of the Class A ordinary shares Ordinary Shares entitling holders to purchase Class A ordinary shares Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a share dividend capitalization of a number of Class A ordinary shares Ordinary Shares equal to the product of (i) the number of Class A ordinary shares 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 Class A ordinary sharesOrdinary Shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesOrdinary Shares, in determining the price payable for Class A ordinary sharesOrdinary 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) “Historical Fair Market Value” means the volume weighted average price VWAP (as defined below) of the Class A ordinary shares Ordinary Shares as reported during the ten (10) trading day Trading Day (as defined below) period ending on the trading day Trading Day prior to the first date on which the Class A ordinary shares Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Class A Ordinary Shares shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section ‎4.6 4.6 below, the number of issued and outstanding Class A ordinary shares A-1 Stock is increased by a capitalization or share dividend payable in of Class A ordinary sharesA-1 Stock, or by a split-up of Class A ordinary shares A-1 Stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Class A ordinary shares A-1 Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Class A ordinary sharesA-1 Stock. A rights offering to holders of Class A ordinary shares A-1 Stock entitling holders to purchase Class A ordinary shares A-1 Stock 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 ordinary shares A-1 Stock equal to the product of (i) the number of Class A ordinary shares A-1 Stock 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 sharesA-1 Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection ‎4.1.14.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary sharesA-1 Stock, in determining the price payable for Class A ordinary sharesA-1 Stock, 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 A-1 Stock 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 A-1 Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.