Common use of Adjustments for Other Distributions Clause in Contracts

Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Common Stock referred to in Section 5.06(a)(1)(A) and distributions of rights, warrants or options referred to in Section 5.06(a)(2) and (y) dividends or distributions that are paid exclusively in cash referred to in Section 5.06(a)(4)) the share components shall be adjusted, subject to the provisions of the last paragraph of this Section 5.06(a)(3), by multiplying them by a fraction: • the numerator of which is the Current Market Price of Common Stock, and • the denominator of which is the Current Market Price of Common Stock minus the fair market value of the portion of those assets distributed in respect of each share of Common Stock. In the event the Company distributes shares of Capital Stock of a subsidiary, the share components will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of the Common Stock, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.06(a)(3), except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “Spin-off”), the fair market value of the securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Price for the Common Stock on the same Trading Day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.06(a)(3) applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.

Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock Ordinary Shares any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Common Capital Stock referred to in Section 5.06(a)(1)(A5.6(a)(1)(A) and distributions of rights, warrants or options referred to in Section 5.06(a)(25.6(a)(2) and (y) dividends or distributions that are paid exclusively in cash referred to in Section 5.06(a)(4)cash) the share components Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.06(a)(35.6(a)(3), by multiplying them by a fractionin accordance with the formula: • M R' = R x ------- (M-F) where: R' = the numerator of which is adjusted Settlement Rate. R = the current Settlement Rate. M = the Current Market Price of Common Stock, and • the denominator of which is the Current Market Price of Common Stock minus Price. F = the fair market value (on the record date for the distribution to which this Section 5.6(a)(3) applies) of the portion of those assets debt, Capital Stock, assets, securities, rights, warrants or options to be distributed in respect of each share Ordinary Share in the distribution to which this Section 5.6(a)(3) is being applied (including, in the case of Common Stockcash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a subsidiary, the share components Settlement Rate will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of the Common StockOrdinary Shares, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.06(a)(35.6(a)(3), except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “"Spin-off”"), the fair market value of the securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Price for the Common Stock Ordinary Shares on the same Trading Day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.06(a)(3) applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.

Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock Ordinary Shares any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Common Capital Stock referred to in Section 5.06(a)(1)(A5.6(a)(1)(A) and distributions of rights, warrants or options referred to in Section 5.06(a)(25.6(a)(2) and (y) dividends or distributions that are paid exclusively in cash referred to in Section 5.06(a)(4)cash) the share components each Fixed Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.06(a)(35.6(a)(3), by multiplying them by a fractionin accordance with the formula: • R' = R x M (M-F) where: R' = the numerator of which is applicable adjusted Fixed Settlement Rate. R = the applicable current Fixed Settlement Rate. M = the Current Market Price of Common Stock, and • the denominator of which is the Current Market Price of Common Stock minus Price. F = the fair market value (on the record date for the distribution to which this Section 5.6(a)(3) applies) of the portion of those assets debt, Capital Stock, assets, securities, rights, warrants or options to be distributed in respect of each share Ordinary Share in the distribution to which this Section 5.6(a)(3) is being applied (including, in the case of Common Stockcash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a subsidiary, the share components Fixed Settlement Rates will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of the Common StockOrdinary Shares, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.06(a)(35.6(a)(3), except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “Spin-off”), the fair market value of the securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Price for the Common Stock Ordinary Shares on the same Trading Day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.06(a)(35.6(a)(3) applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.

Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock Ordinary Shares any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Common Capital Stock referred to in Section 5.06(a)(1)(A5.6(a)(1)(A) and distributions of rights, warrants or options referred to in Section 5.06(a)(25.6(a)(2) and (y) dividends or distributions that are paid exclusively in cash referred to in Section 5.06(a)(4)cash) the share components each Fixed Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.06(a)(35.6(a)(3), by multiplying them by a fractionin accordance with the formula: • M R' = R x ------- (M-F) where: R' = the numerator of which is applicable adjusted Fixed Settlement Rate. R = the applicable current Fixed Settlement Rate. M = the Current Market Price of Common Stock, and • the denominator of which is the Current Market Price of Common Stock minus Price. F = the fair market value (on the record date for the distribution to which this Section 5.6(a)(3) applies) of the portion of those assets debt, Capital Stock, assets, securities, rights, warrants or options to be distributed in respect of each share Ordinary Share in the distribution to which this Section 5.6(a)(3) is being applied (including, in the case of Common Stockcash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a subsidiary, the share components Fixed Settlement Rates will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of the Common StockOrdinary Shares, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.06(a)(35.6(a)(3), except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “"Spin-off”"), the fair market value of the securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Price for the Common Stock Ordinary Shares on the same Trading Day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.06(a)(3) applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.

Adjustments for Other Distributions. If, after the date of this Agreement, the Company dividends or distributes to all or substantially all holders of its Common Stock Ordinary Shares any of its debt, Capital Stock, securities or assets or any rights, warrants or options to purchase securities of the Company (including securities or cash, but excluding (x) distributions of Common Capital Stock referred to in Section 5.06(a)(1)(A5.6(a)(1)(A) and distributions of rights, warrants or options referred to in Section 5.06(a)(25.6(a)(2) and (y) dividends or distributions that are paid exclusively in cash referred to in Section 5.06(a)(4)cash) the share components each Fixed Settlement Rate shall be adjusted, subject to the provisions of the last paragraph of this Section 5.06(a)(35.6(a)(3), by multiplying them by a fractionin accordance with the formula: • M R' = R x ----- (M-F) where: R' = the numerator of which is applicable adjusted Fixed Settlement Rate. R = the applicable current Fixed Settlement Rate. M = the Current Market Price of Common Stock, and • the denominator of which is the Current Market Price of Common Stock minus Price. F = the fair market value (on the record date for the distribution to which this Section 5.6(a)(3) applies) of the portion of those assets debt, Capital Stock, assets, securities, rights, warrants or options to be distributed in respect of each share Ordinary Share in the distribution to which this Section 5.6(a)(3) is being applied (including, in the case of Common Stockcash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). In the event the Company distributes shares of Capital Stock of a subsidiary, the share components Fixed Settlement Rates will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of the Common StockOrdinary Shares, as discussed below. The Board of Directors shall determine fair market values for the purposes of this Section 5.06(a)(35.6(a)(3), except that in respect of a dividend or other distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Company (a “"Spin-off”"), the fair market value of the securities to be distributed shall equal the average of the daily Closing Prices of those securities for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-off. In the event, however, that an underwritten initial public offering of the securities in the Spin-off occurs simultaneously with the Spin-off, fair market value of the securities distributed in the Spin-off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Price for the Common Stock Ordinary Shares on the same Trading Day. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the distribution to which this Section 5.06(a)(3) applies, except that an adjustment related to a Spin-off shall become effective at the earlier to occur of (i) 10 Trading Days after the effective date of the Spin-off and (ii) the initial public offering of the securities distributed in the Spin-off.