Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment pursuant to the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below, if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section 14.05 of the Indenture, Section 14.07 of the Indenture or any supplemental indenture entered into thereunder or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner taking into account the relevant provisions of the Indenture; provided that, notwithstanding the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Indenture because the relevant Holder (as such term is defined in the Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation Agent shall make a commercially reasonable adjustment, as determined by it, to the terms hereof in order to account for such Potential Adjustment Event. Dilution Adjustment Provisions: Sections 14.04(a), (b), (c), (d) and (e) and Section 14.05 of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Merger Event” in Section 14.07 of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 14.04(e) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if (x) with respect to any Merger Event or any Tender Offer, (i) (A) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (B) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia and (ii) Dealer determines at any time following the occurrence of such Merger Event or Tender Offer that (A) such Merger Event or Tender Offer has had or will have an adverse effect on Dealer’s rights and obligations under the Transaction or (B) Dealer will incur or has incurred an increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the economic risk of entering into and performing its obligations with respect to the Transaction or (2) realize, recover or remit the proceeds of any transaction(s) or asset(s) constituting a commercially reasonable hedge position in respect of the economic risk of entering into and performing its obligations with respect to the Transaction or (y) a Prohibited Foreign Transaction occurs, then, in the case of either clause (x) or clause (y), Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer results in a Conversion Date occurring prior to the Free Convertibility Date (any such conversion, an “Early Conversion”).
Transitional Provisions As from the official date of entry into force of the 03 series of amendments to this Regulation, no Contracting Party applying this Regulation shall refuse to grant or refuse to accept type-approvals under this Regulation as amended by the 03 series of amendments. Transitional Provisions for Phase 1 (see paragraph 6.2.2. above) As from 1 July 2016, Contracting Parties applying this Regulation shall grant type-approvals only if the vehicle type to be approved meets the requirements of phase 1 (see paragraph 6.2.2. above) of this Regulation as amended by the 03 series of amendments. As from the official date of entry into force of the 03 series of amendments, Contracting Parties applying this Regulation shall grant type approvals to the vehicle type which meets the requirements of phase 2 or phase 3 of this Regulation as amended by the 03 series of amendments. Contracting Parties applying this Regulation shall not refuse to grant extensions of type approvals for existing types which have been granted according to the 02 series of amendments to this Regulation. Until 30 June 2022, no Contracting Party applying this Regulation shall refuse national or regional type approval of a vehicle type-approved to the 02 series of amendments to this Regulation. As from 1 July 2022, Contracting Parties applying this Regulation shall not be obliged to accept for the purpose of national or regional type approval, a vehicle type approved to the preceding series of amendments to this Regulation. Even after the date of entry into force of the 03 series of amendments to this Regulation, Contracting Parties applying this Regulation may continue for national or regional purposes granting type approvals and extensions of type approvals to the preceding series of amendments to this Regulation. Transitional Provisions for Phase 2 (see paragraph 6.2.2. above) As from 1 July 2020 for vehicle types other than N2 and as from 1 July 2022 for vehicles types of category N2, Contracting Parties applying this Regulation shall grant type approvals only if the vehicle type to be approved meets the requirements of phase 2 (see paragraph 6.2.2. above) of this Regulation as amended by the 03 series of amendments. Furthermore, as from the official date of entry into force of the 03 series of amendments, Contracting Parties applying this Regulation shall grant type approvals to the vehicle type which meets the requirements of phase 3 of this Regulation as amended by the 03 series of amendments. Contracting Parties applying this Regulation shall not refuse to grant extensions of type approvals for existing types which have been granted according to phase 1 (see paragraph 6.2.2. above) or the 02 series of amendments to this Regulation. Until 30 June 2022 for vehicle types other than N2 and until 30 June 2023 for vehicles types of category N2, no Contracting Party applying this Regulation shall refuse national or regional type approval of a vehicle type-approved to phase 1 (see paragraph 6.2.2. above) or the 02 series of amendments to this Regulation. As from 1 July 2022 for vehicle types other than N2 and as from 1 July 2023 for vehicles types of category N2, Contracting Parties applying this Regulation shall not be obliged to accept for the purpose of national or regional type approval, a vehicle type approved to phase 1 (see paragraph 6.2.2.1. above) or the preceding series of amendments to this Regulation. Even after the date of entry into force of the 03 series of amendments to this Regulation, Contracting Parties applying this Regulation may continue for national or regional purposes granting type approvals and extensions of type approvals to phase 1 (see paragraph 6.2.2. above) or the preceding series of amendments to this Regulation. Transitional Provisions for Phase 3 (see paragraph 6.2.2. above) As from 1 July 2024 for vehicle types other than N2, N3 and M3 and as from 1 July 2026 for vehicles types of category N2, N3 and M3, Contracting Parties applying this Regulation shall grant type-approvals only if the vehicle type to be approved meets the requirements of phase 3 (see paragraph 6.2.2. above) of this Regulation as amended by the 03 series of amendments. Contracting Parties applying this Regulation shall not refuse to grant extensions of type approvals for existing types which have been granted according to phase 2 according to paragraph 6.2.2. above.
ADDITIONAL TERMS OF SETTLEMENT 24. This settlement is agreed upon in accordance with section 24.4 of MFDA By-law No. 1 and Rules 14 and 15 of the MFDA Rules of Procedure.
25. The Settlement Agreement is subject to acceptance by the Hearing Panel which shall be sought at a hearing (the “Settlement Hearing”). At, or following the conclusion of, the Settlement Hearing, the Hearing Panel may either accept or reject the Settlement Agreement. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at ▇▇▇.▇▇▇▇.▇▇.
26. The Settlement Agreement shall become effective and binding upon the Respondent and Staff as of the date of its acceptance by the Hearing Panel. Unless otherwise stated, any monetary penalties and costs imposed upon the Respondent are payable immediately, and any suspensions, revocations, prohibitions, conditions or other terms of the Settlement Agreement shall commence, upon the effective date of the Settlement Agreement.
27. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel:
a) the Settlement Agreement will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter;
b) the Respondent waives any rights to a full hearing, a review hearing before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter before any court of competent jurisdiction;
c) Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the contraventions described in this Settlement Agreement. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any contraventions that are not set out in this Settlement Agreement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations;
d) the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to