Common use of Adjustment of Exchange Rate Clause in Contracts

Adjustment of Exchange Rate. (a) In the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.

Adjustment of Exchange Rate. The Exchange Rate shall be subject to adjustment from time to time as follows: (a) In the event Chevron (as defined in Section 219 hereof) shall case of (i) pay any merger of the Partnership, whether or not the Partnership is the survivor, that does not constitute a dividend on Chevron Common Stock in shares of Chevron Common StockMandatory Purchase Event, (ii) subdivide any recapitalization, reorganization or similar transaction of the outstanding shares of Chevron Common Stock into Partnership, in each case that does not constitute a greater number of shares of Chevron Common StockMandatory Purchase Event, (iii) combine outstanding shares the Partnership makes a distribution to holders of Chevron Common Stock into a smaller number Units of shares of Chevron Similar Common StockUnit Securities, or (iv) issueif any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Exchange Provisions, by reclassification if all holders of shares Common Units, or all holders of Chevron Common StockUnits other than the Exchange Party and its Affiliates, any shares are to receive, in addition to their Common Units or in exchange for or in place of its common stock (which in any all of their Common Units, a Similar Common Unit Security, then such case shall apply adjustments may be made to the shares Exchange Rate (including providing for the receipt upon exchange of Chevron a Listed Share of Similar Common Stock held Unit Securities in place of or in addition to Common Units) as the Board of Directors of the Company in its good faith discretion deems appropriate and are agreed to by the Exchange Agent under Party. (b) The Exchange Party may at its election, but shall have no obligation to, at any time when the Listed Shares are exchangeable as provided in Section 2.1, increase the then current Exchange Rate by any amount selected by the Exchange AgreementParty. If the Exchange Party elects so to increase the then current Exchange Rate, such increase shall remain in effect for at least 20 days following the effective date of such election, after which time the Exchange Party may, at its election (which may be made at the same time as the election to increase the Exchange Rate), reinstate the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) time of such eventincrease. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever the Exchange Rate is adjusted as herein providedso to be increased, the Company Exchange Party shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned deliver to the Chevron Common Stock and showing in detail Transfer Agent at least 15 days before the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness effective date of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence increase copies of the correctness of the adjustment. A a notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company for mailing to the Holders of Debentures at their last addresses as they shall appear upon the Security RegisterListed Shares, stating the increased Exchange Rate, the date on which such increase will take effect and the period for which such increased Exchange Rate will be in effect.

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed after the date of this Indenture for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this ‎Section 14.04, if Avadel distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel, then an adjustment to the Exchange Rate described in this ‎Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that Avadel issues or distributes to all holders of the Ordinary Shares any Expiring Rights, then, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to ‎Section 14.04(b) (in the case of in-the-money Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or ‎Section 14.04(c) (in the case of all other Expiring Rights), subject to Section 14.04(f). For the avoidance of doubt, if any event described in clauses (a) In through (e) of this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such event Chevron to the extent such change produces the same economic result as the adjustment to the Exchange Rate that would otherwise have been made on account of such event. Subject to the foregoing, the Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as defined holders of the ADSs and solely as a result of holding the Notes, in any of the transactions described in this Section 219 hereof14.04, without having to exchange their Notes, as if they held a number of ADSs equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) shall of Notes held by such Holder. (ia) pay If Avadel exclusively issues Ordinary Shares as a dividend or distribution on Chevron Common Stock in shares all or substantially all of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common StockOrdinary Shares, or (iv) issueif Avadel effects a share split or share combination of the Ordinary Shares, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under Rate shall be adjusted based on the Exchange Agreement)following formula: where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that to the Holder open of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive business on the number and kind Ex-Dividend Date of shares of Chevron Common Stock which such Holder would have owned dividend or have been entitled to receive after the happening of any of the events described abovedistribution, had such Debentures been exchanged or immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close open of business on the record date Effective Date of such share split or share combination, as applicable; ER’ = the Exchange Rate in effect immediately after the case open of a stock dividend business on such Ex-Dividend Date or Effective Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS’ = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective as of immediately after the close open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date Avadel’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If Avadel issues to all or substantially all holders of the Ordinary Shares (directly or in the case form of ADSs) any rights, options or warrants entitling them, for a subdivision period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or combination purchase Ordinary Shares (directly or reclassification. Any Holder surrendering any Debentures for exchange after such record date in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares or such effective datethe ADSs, as the case may bebe (divided by, shall be entitled to receive shares in the case of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 ADSs, the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding including, the foregoing provisionsTrading Day immediately preceding the date of announcement of such issuance, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%increased based on the following formula: where, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever ER0 = the Exchange Rate is adjusted as herein provided, in effect immediately prior to the Company shall determine open of business on the adjusted Ex-Dividend Date for the ADSs for such issuance; ER’ = the Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth effect immediately after the open of business on such adjusted Exchange Rate and any cash or other property apportioned Ex-Dividend Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence open of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely business on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.Ex-Dividend Date;

Adjustment of Exchange Rate. The Exchange Rate shall be subject to adjustment as follows: (a) In the event Chevron (as defined in Section 219 hereof) shall Vencor shall, (i) pay a dividend on Chevron the Vencor Common Stock in shares of Chevron Vencor Common Stock, (ii) subdivide the outstanding shares of Chevron Vencor Common Stock into a greater number of shares of Chevron Vencor Common Stock, (iii) combine outstanding shares of Chevron Vencor Common Stock into a smaller number of shares of Chevron Vencor Common Stock, or (iv) issue, by reclassification of shares of Chevron Vencor Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Vencor Common Stock Shares held by the Exchange Escrow Agent under the Exchange Escrow Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures Securities thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 Section 11.13 hereof) to receive the number and kind of shares of Chevron Vencor Common Stock (in addition to any cash or other property apportioned thereto) which such Holder he would have owned or have been entitled to receive after the happening of any of the events described above, above had such Debentures Securities been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange Securities after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Vencor Common Stock Shares at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject 11.04(a), in addition to Sections 215 and 216 hereof) and any cash or other Exchange Property property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, ; provided that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 11.04 shall be made to the nearest 1/10,000 one-ten-thousandth (.0001) of a share. (d) Whenever the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 11.04 and shall prepare an Officer's Certificate a certificate setting forth such adjusted Exchange Rate and any cash or and other property apportioned to the Chevron Vencor Common Stock Shares and showing in detail the facts upon which such adjustment is adjustments are based. Such certificate shall be conclusive evidence of the correctness of , and such adjustment. Such certificate shall forthwith be filed with the Exchange Trustee and the Escrow Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A a notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or and other property apportioned to the Chevron Vencor Common Stock shall, Shares shall as soon as practicable, practicable be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Registerregister maintained pursuant to Section 2.05.

Adjustment of Exchange Rate. The Exchange Rate shall be subject to adjustment as follows: (a) In the event Chevron (as defined in Section 219 hereof) shall Vencor shall, (i) pay a dividend on Chevron the Vencor Common Stock in shares of Chevron Vencor Common Stock, (ii) subdivide the outstanding shares of Chevron Vencor Common Stock into a greater number of shares of Chevron Vencor Common Stock, (iii) combine outstanding shares of Chevron Vencor Common Stock into a smaller number of shares of Chevron Vencor Common Stock, or (iv) issue, by reclassification of shares of Chevron Vencor Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Vencor Common Stock Shares held by the Exchange Escrow Agent under the Exchange Escrow Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures Securities thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 Section 10.13 hereof) to receive the number and kind of shares of Chevron Vencor Common Stock (in addition to any cash or other property apportioned thereto) which such Holder he would have owned or have been entitled to receive after the happening of any of the events described above, above had such Debentures Securities been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange Securities after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Vencor Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject 10.04(a), in addition to Sections 215 and 216 hereof) and any cash or other Exchange Property property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, ; PROVIDED that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 10.04 shall be made to the nearest 1/10,000 one-ten-thousandth (.0001) of a share. (d) Whenever the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 10.04 and shall prepare an Officer's Certificate a certificate setting forth such adjusted Exchange Rate and any cash or and other property apportioned to the Chevron Vencor Common Stock Shares and showing in detail the facts upon which such adjustment is adjustments are based. Such certificate shall be conclusive evidence of the correctness of , and such adjustment. Such certificate shall forthwith be filed with the Exchange Trustee and the Escrow Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A a notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or and other property apportioned to the Chevron Vencor Common Stock shall, Shares shall as soon as practicable, practicable be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Registerregister maintained pursuant to Section 2.05.

Adjustment of Exchange Rate. (a) In the event Chevron (as defined in Section 219 hereof) shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto.any (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed, after the date of this Indenture, for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this Section 14.04, if Huazhu distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of Huazhu (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of Huazhu, then an adjustment to the Exchange Rate described in this Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that Huazhu issues or distributes to all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to Section 14.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 14.04(c) (in the case of all other Expiring Rights). For the avoidance of doubt, if any event described in this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such an event to the extent to which such change reflects what a corresponding change to the Exchange Rate would have been on account of such an event. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes receive (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, property in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of ADSs equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Neither the Trustee nor the Exchange Agent shall have any responsibility to monitor the accuracy of any calculation of adjustment of the Exchange Rate and the same shall be conclusive and binding on the Holders, absent manifest error. Notice of such adjustment to the Exchange Rate shall be given by the Company promptly to the Holders, the Trustee and the Paying Agent and Exchange Agent and shall be conclusive and binding on the Holders, absent manifest error. (a) In the event Chevron (If Huazhu exclusively issues Ordinary Shares as defined in Section 219 hereof) shall (i) pay a dividend or distribution on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common StockOrdinary Shares, or (iv) issueif Huazhu effects a share split or share combination, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under Rate shall be adjusted based on the Exchange Agreement)following formula: where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that to the Holder open of any Debentures thereafter surrendered business on the Ex-Dividend Date for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind ADSs of shares of Chevron Common Stock which such Holder would have owned dividend or have been entitled to receive after the happening of any of the events described abovedistribution, had such Debentures been exchanged or immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close open of business on the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect immediately after the case open of a subdivision business on such Ex-Dividend Date or combination or reclassification. Any Holder surrendering any Debentures for exchange immediately after such record date or the open of business on such effective date, as applicable; OS0 = the case may benumber of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or immediately prior to the open of business on such effective date, as applicable; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall be entitled to receive shares become effective immediately after the open of Chevron Common Stock at business on the Ex-Dividend Date for the ADSs for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as so adjusted pursuant of the date Huazhu’s board of directors or a committee thereof determines not to this Section 204(a) (subject pay such dividend or distribution, to Sections 215 and 216 hereof) and any other the Exchange Property apportioned theretoRate that would then be in effect if such dividend or distribution had not been declared. (b) Notwithstanding If Huazhu issues to all or substantially all holders of the foregoing provisionsOrdinary Shares (directly or in the form of ADSs) any rights, no adjustment options or warrants entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of more than 1%business on the Ex-Dividend Date for the ADSs for such issuance; ER1 = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date; X = the total number of Ordinary Shares (directly or in the form of ADSs) deliverable pursuant to such rights, providedoptions or warrants; and Y = the number of Ordinary Shares equal to (i) the aggregate price payable to exercise such rights, howeveroptions or warrants, that any adjustments which divided by reason (ii) the quotient of this paragraph (a) the average of the Last Reported Sale Prices of the ADSs over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants divided by (b) the number of Ordinary Shares then represented by one ADS. Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for the ADSs for such issuance. To the extent that Ordinary Shares or ADSs are not required to be made delivered after the expiration of such rights, options or warrants, the Exchange Rate shall be carried forward decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered (directly or in the form of ADSs). If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such the Ex-Dividend Date for the ADSs for such issuance had not occurred. For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than such average of the Last Reported Sale Prices of the Ordinary Shares or the ADSs, as the case may be (divided by, in the case of the ADSs, the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Ordinary Shares or ADSs, there shall be taken into account any consideration received by Huazhu for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors in any subsequent adjustmentgood faith. (c) All calculations If Huazhu distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of Huazhu or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Ordinary Shares (directly or in the form of ADSs), excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities of Huazhu, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the ADSs for such distribution; ER1 = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors in good faith) of the Distributed Property with respect to each outstanding Ordinary Share (directly or in the form of ADSs) on the Ex-Dividend Date for the ADSs for such distribution. Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for the ADSs for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each US$1,000 principal amount thereof, at the same time and upon the same terms as holders of the ADSs receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of ADSs equal to the Exchange Rate in effect on the Ex-Dividend Date for the ADSs for the distribution. With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Ordinary Shares (directly or in the form of ADSs) of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the end of the Valuation Period; ER1 = the Exchange Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Ordinary Shares (directly or in the form of ADSs) applicable to one Ordinary Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to the ADSs were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the ADSs (divided by the number of Ordinary Shares then represented by one ADS) over the Valuation Period. The adjustment to the Exchange Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that (x) in respect of any exchange of Notes for which Physical Settlement is applicable, if the relevant Exchange Date occurs during the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such exchange and within the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, such Trading Day in determining the Exchange Rate as of such Trading Day. If the dividend or other distribution constituting the Spin-Off is not so paid or made, the Exchange Rate shall be decreased, effective as of the date Huazhu’s board of directors or a committee thereof determines not to make or pay such dividend or other distribution, to the Exchange Rate that would then be in effect if such dividend or other distribution had not been declared. For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by Huazhu to all holders of the Ordinary Shares (directly or in the form of ADSs) entitling them to subscribe for or purchase shares of Huazhu’s Capital Stock, including Ordinary Shares (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares (directly or in the form of ADSs); (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Ordinary Shares (directly or in the form of ADSs), shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Exchange Rate under this Section 204 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the nearest 1/10,000 date of a share. (d) Whenever this Indenture, are subject to events, upon the Exchange Rate is adjusted as herein providedoccurrence of which such rights, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash options or warrants become exercisable to purchase different securities, evidences of indebtedness or other property apportioned to assets, then the Chevron Common Stock date of the occurrence of any and showing in detail the facts upon which each such adjustment is based. Such certificate event shall be conclusive evidence deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the correctness holders thereof). In addition, in the event of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trusteeany distribution (or deemed distribution) of rights, who may rely on such Officer's Certificate as conclusive evidence options or warrants, or any Trigger Event or other event (of the correctness type described in the immediately preceding sentence) with respect thereto that was counted for purposes of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.calculating a distr

Adjustment of Exchange Rate. The Exchange Rate (and, as appropriate, the amount of Exchange Securities and other Exchange Property deliverable upon exchange of the Debentures) shall be subject to adjustment as follows: (a) In the event Chevron (as defined in Section 219 hereof) If Sun, at any time any Debentures are Outstanding, shall (i) pay a dividend on Chevron Sun Common Stock in shares of Chevron Common Stocksuch stock, (ii) subdivide the outstanding shares of Chevron Sun Common Stock into a greater number of shares of Chevron Common Stocksuch stock, (iii) combine outstanding shares of Chevron Sun Common Stock into a smaller number of shares of Chevron Common Stocksuch stock, or (iv) issue, issue by reclassification of shares of Chevron Sun Common Stock, Stock any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement)or securities, the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that the Holder of any Debentures thereafter surrendered for exchange exchanged shall be entitled (subject to Sections 215 and 216 hereof) to receive upon such exchange the number and kind of shares of Chevron Sun Common Stock which such Holder and other shares or securities as he would have owned or have been entitled to receive immediately after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments adjustment shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering exchanging any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Sun Common Stock Stock, and any Exchange Property apportioned thereto, at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto504(a). (b) If at any time any Debentures are Outstanding, Common Stock of any Issuer, alone or together with any other securities, cash or other property, is received by the Company in exchange or substitution for shares of Sun Common Stock in connection with the consolidation, merger, sale, transfer or lease of all or substantially all of the assets of Sun or an Offer as defined in Section 505 hereof (in a transaction that applies to shares of Sun Common Stock), the Exchange Rate in effect immediately prior to the effective date of such transaction shall be adjusted so that the Holder of any Debentures thereafter exchanged shall be entitled to receive upon exchange of Debentures that number of shares of Sun Common Stock determined by multiplying such Exchange Rate by a fraction (i) in the case of any such transaction in which the Common Stock of such Issuer is exchanged or substituted for all shares of Sun Common Stock, the numerator of which is the number of shares of Common Stock received by the Company is exchanged or substituted and (ii) in any other case, the numerator of which is the number of shares of Sun Common Stock so held immediately after the effective date of such transaction and the denominator of which is the number of shares of Sun Common Stock so held immediately prior to such effective date. Any other securities, cash or other property received by the Company in such transaction allocable to shares of Sun Common Stock shall be held by the Escrow Agent for the benefit of the Holders and shall be apportioned equally among the shares of Sun Common Stock for which outstanding Debentures are exchangeable as of immediately after the effective date of such transaction. Any Holder exchanging any Debentures after such effective date shall be entitled to receive the shares of Sun Common Stock for which such Debentures are exchangeable and the amount of cash, securities or other property so apportioned to such shares. Notwithstanding the foregoing, the Company shall be entitled to all cash dividends paid on the Exchange Securities prior to the delivery thereof upon exchange of Debentures except to the extent that such dividends are paid pursuant to a plan of liquidation or partial liquidation and to all periodic interest payments made on any debt securities included in Exchange Securities prior to the delivery thereof upon exchange of Debentures; provided that the Escrow Agent shall not be required to make any such distribution of dividends or interest until receipt of an Officers' Certificate to the effect that the Company is entitled to such dividends or interest pursuant hereto. The Escrow Agent shall hold and apply as provided in this Section 504 all other dividends paid on all Exchange Securities. (c) If, with respect to any class of Exchange Securities, at any time any Debentures are Outstanding, any Issuer or other person shall, other than pursuant to a transaction described in paragraph (a) or (b) of this Section 504, (i) pay or make any dividend or other distribution of cash, securities or other property (other than any subscription rights, options, warrants or other similar rights described in paragraphs (d) or (e) of this Section 504) or (ii) pay any cash or issue any other securities or property in respect of, or in exchange for, any such class of Exchange Securities, then all such cash, securities or other property shall be held by the Escrow Agent under the Escrow Agreement for the benefit of the Holders and shall be apportioned equally among the shares or other units of Exchange Securities for which Outstanding Debentures are exchangeable as of immediately after the close of business on the record date for the dividend or distribution or, if there is no such record date, the effective date of any such other event to which this paragraph (c) applies. Any Holder exchanging any Debentures after such record date, or effective date, as the case may be, shall be entitled to receive the Exchange Securities for which such Debentures are exchangeable, and the amount of cash, securities or other property so apportioned to such Exchange Securities. Notwithstanding the foregoing, the Company shall be entitled to all cash dividends paid on the Exchange Securities prior to the delivery thereof upon exchange of Debentures except to the extent that such dividends are paid pursuant to a plan of liquidation or partial liquidation and to all periodic interest payments made on any debt securities included in Exchange Securities prior to the delivery thereof upon exchange of Debentures; provided that the Escrow Agent shall not be required to make any such distribution of dividends or interest until receipt of an Officers' Certificate to the effect that the Company is entitled to such dividends or interest pursuant hereto. The Escrow Agent shall hold and apply as provided in this Section 504 all other dividends paid on all Exchange Securities. (d) If any Issuer, at any time any Debentures are Outstanding, shall distribute or grant to holders of any Exchange Securities, any transferable subscription rights, options, warrants or other similar transferable rights, the Company shall, as soon as reasonably practicable after such distribution or grant, direct the Escrow Agent, to the extent legally permissible, to sell all such rights for cash in such manner as the Company shall instruct in writing and to hold the proceeds therefrom under the Escrow Agreement for the benefit of Holders. The amount of such proceeds shall be apportioned equally among the shares or other units of Exchange Securities for which Outstanding Debentures are exchangeable as of immediately after the close of business on the record date for the distribution or grant to which this paragraph (d) applies or, if there is no such record date, the effective date of such distribution or grant. Any Holder exchanging any Debentures after such record date, effective date or date of sale, as the case may be, shall be entitled to receive the Exchange Securities for which such Debentures are exchangeable and the amount of cash so apportioned to such Exchange Securities. (e) If any Issuer, at any time any Debentures are Outstanding, shall distribute or grant to holders of any Exchange Securities, any nontransferable subscription rights, options, warrants or other similar nontransferable rights, the Company, in its sole discretion, shall (i) to the extent permissible by the terms of said subscription rights, options, warrants or other similar nontransferable rights, cause such rights to be distributed pro rata by the Escrow Agent to the Holders of record of Debentures shown on the Security Register as of immediately after the close of business on the record date (or if there is no record date, the close of business on the effective date) for such distribution or grant, (ii) provide to the Escrow Agent the necessary funds and direct the Escrow Agent to exercise such options, warrants or rights and to hold the securities or other property received upon such exercise for the benefit of Holders or (iii) direct the Escrow Agent to retain such options, warrants or rights for delivery to the Holders of Debentures upon the exchange of such Debentures for Exchange Securities. Any options, warrants or rights retained pursuant to clause (iii) above and the amount of any proceeds received by the Escrow Agent pursuant to clause (ii) above (less any proceeds (as determined pursuant to the last three sentences of this paragraph (e)) delivered to or sold or segregated for the benefit of the Company) shall be apportioned equally among the shares or other units of Exchange Securities for which Outstanding Debentures are exchangeable as of immediately after the close of business on the record date for the distribution or grant to which this paragraph (e) applies or, if there is no such record date, the effective date of such distribution or grant. Any Holder exchanging any Debentures after such record date, or such effective date, as the case may be, shall be entitled to receive the Exchange Securities for which such Debentures are exchangeable and the amount of cash, or any such options, warrants or rights, so apportioned to such Exchange Securities, but subject to the provisions of the last three sentences of this paragraph. Notwithstanding the foregoing, any such options, warrants or rights that may expire prior to September 20, 2006 may not be retained pursuant to clause (iii) of this paragraph (e) beyond the expiration date thereof, but must be distributed (if not prohibited) or exercised pursuant to clause (i) or (ii) of this paragraph (e). The Company shall be promptly repaid any amounts supplied by it pursuant to the foregoing provisionsclause (ii) of this paragraph (e). If the Company is entitled to any amount because of an exercise pursuant to clause (ii) of this paragraph (e), it shall receive such amount in cash held by the Escrow Agent and apportioned or to be apportioned to Exchange Property, but if the amount of cash apportioned or to be apportioned to the Exchange Property shall be less than the amount due the Company because of such exercise, the Escrow Agent shall (i) as soon as reasonably practicable and to the extent legally permissible, sell in accordance with written instructions received from the Company such number of shares or other units of Exchange Securities or other property apportioned or to be apportioned to Exchange Securities as may be necessary to realize an amount of proceeds that shall equal the amount of any such insufficiency, or (ii) if the opinion of the Company such sale is not advisable or legally permissible, segregate for the benefit of the Company or deliver to the Company an amount of property apportioned or to be apportioned to Exchange Property having a market value, as determined by an Officers' Certificate, equal to the amount of such insufficiency. Following such sale, segregation or delivery, the Exchange Property held by the Escrow Agent shall be proportionately adjusted so as to be apportioned equally to the Debentures Outstanding as of immediately after the close of business on the record date for the distribution or grant to which this paragraph (e) applies or, if there is no record date, the effective date of such distribution or grant. (f) If, at any time any Debentures are Outstanding, any Non-Equity Securities are held by the Escrow Agent for delivery on exchange of the Debentures, to the extent legally permissible, the Company may, at its option, direct the Escrow Agent to sell any or all such Non-Equity Securities for cash in such manner as the Company shall instruct in writing and to hold the proceeds therefrom for the benefit of Holders. The amount of such proceeds shall be apportioned equally among the shares or other units of Exchange Securities for which Outstanding Debentures are exchangeable as of immediately after the close of business on the date of such sale. Any Holder exchanging any Debentures after such date shall be entitled to receive the Exchange Securities for which such Debentures are exchangeable, and the amount of cash so apportioned to such Exchange Securities. (g) Notwithstanding the provisions of paragraphs (a) and (b) of this Section 504, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such the Exchange Rate of more than 1%, ; provided, however, that any adjustments which by reason of this paragraph (bg) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (ch) All calculations under this Section 204 504 shall be made to the nearest 1/10,000 .001 of a share. (di) Whenever the Exchange Rate is adjusted as herein provided, (1) the Treasurer or Assistant Treasurer of the Company shall determine the adjusted Exchange Rate and the amount of Exchange Securities and other Exchange Property deliverable upon exchange of Debentures in accordance with this Section 204 504 and shall prepare an Officer's Certificate a certificate setting forth such adjusted Exchange Rate and the amount any cash or such Exchange Securities and other property apportioned to the Chevron Common Stock and Exchange Property, showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of , (2) such adjustment. Such certificate shall forthwith be filed with the Exchange Trustee and Escrow Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A (3) a notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and the amount of any cash or and other property Exchange Property apportioned to the Chevron Common Stock shall, Exchange Securities shall as soon as practicable, practicable be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.. Subject to the provisions of Section 601 of the Basic Indenture, the Trustee and the Escrow Agent shall be under no duty or responsibility with respect to any such certificate or notice except to exhibit such certificate from time to time to any Holders of Debentures requesting inspection thereof. SECTION 505. Certain Tender or Exchange Offers for Exchange Securities (a) In the event that a tender offer or exchange offer ("Offer") for any class of securities that includes Exchange Securities is commenced by any person (including the Issuer of such security), and the Company or any Subsidiary owns shares or other units of the class of securities subject to the Offer and not subject to the Escrow Agreement, the Company, subject to the terms and conditions hereinafter set forth, shall cause the Escrow Agent to tender shares or other units of such securities that are subject to the Escrow Agreement at the same time and in the same proportion as the Company tenders or causes a Subsidiary to tender shares or other units of such securities owned by the Company or such Subsidiary and not subject to the Escrow Agreement, determined as of the date of tender by the Company or such Subsidiary. If the Company owns shares or units of such class of securities that are not subject to the Escrow Agreement but tenders no such shares, then no shares of such security that are subject to the Escrow Agreement shall be tendered by the Company or otherwise. If at the time of an Offer neither the Company nor any Subsidiary owns any shares or other units of the class of securities subject to the Offer and not subject to the Escrow Agreement, then the Company, subject to the terms and conditions hereinafter set forth, may, at its option, elect to cause the Escrow Agent to tender all or any portion of such class of Exchange Securities held by the Escrow Agent at the time of such tender. Notwithstanding the foregoing, the Escrow Agent shall not tender shares or other units of Exchange Securities required for the exchange o

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed for any reason other than one or more of the events described in this Section 4.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this Section 4.04, if the Guarantor distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Guarantor (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to the Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interest, evidences of indebtedness or other assets or property of the Guarantor, then an adjustment to the Exchange Rate described in this Section 4.04 in respect of such distribution shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that the Guarantor issues or distributes to all holders of the Ordinary Shares any Expiring Rights, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to Section 4.04(b) (in the case of Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 60 calendar days after the date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or Section 4.04(c) (in the case of all other Expiring Rights). For the avoidance of doubt, if any event described in this Section 4.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such a change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such an event to the extent to which such change reflects what a corresponding change to the Exchange Rate would have been on account of such an event. The Exchange Rate will be adjusted as described in this Section 4.04, except that the Company shall not make any adjustment to the Exchange Rate if Holders participate (other than in the case of a share split or share combination) at the same time and upon the same terms as holders of ADSs and as a result of holding the Notes, in any of the transactions described below without having to exchange their Notes, as if they held a number of ADSs equal to the applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) In If the event Chevron (Guarantor exclusively issues Ordinary Shares as defined in Section 219 hereof) shall (i) pay a dividend or distribution on Chevron Common Stock in shares all or substantially all of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common StockOrdinary Shares or ADSs, or (iv) issueif the Guarantor effects a share split or share combination of the Ordinary Shares, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under Rate will be adjusted based on the Exchange Agreement)following formula: ER1 = ER0 x OS1 OS0 where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that to the Holder Close of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive Business on the number and kind Record Date of shares of Chevron Common Stock which such Holder would have owned dividend or have been entitled to receive after the happening of any of the events described abovedistribution, had such Debentures been exchanged or immediately prior to the record date (or if there is no record date, the effective date) Open of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business Business on the effective date of such share split or combination, as applicable; ER1 = the Exchange Rate in effect immediately after the case Close of a subdivision Business on such Record Date or combination or reclassification. Any Holder surrendering any Debentures for exchange immediately after such record date or the Open of Business on such effective date, as applicable; OS0 = the case may benumber of Ordinary Shares outstanding immediately prior to the Close of Business on such Record Date, or the Open of Business on such effective date, as applicable; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 4.04(a) shall be entitled to receive shares become effective immediately after the Close of Chevron Common Stock at Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 4.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as so adjusted pursuant of the date the Guarantor’s Board of Directors determines not to this Section 204(a) (subject pay such dividend or distribution, to Sections 215 and 216 hereof) and any other the Exchange Property apportioned theretoRate that would then be in effect if such dividend or distribution had not been declared. (b) Notwithstanding If the foregoing provisionsGuarantor issues to all or substantially all holders of Ordinary Shares or ADSs any rights, no adjustment options or warrants entitling them, for a period of not more than 60 calendar days after the date of such issuance, to subscribe for or purchase Ordinary Shares, at a price per Ordinary Share less than the average of the Last Reported Sale Price per ADS (divided by the number of Ordinary Shares represented by one ADS on the Trading Day of such issuance), or to subscribe for or purchase ADSs, at a price per ADS less than the average of the Last Reported Sale Price per ADS, in each case, for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall will be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to increased based on the nearest 1/10,000 of a share. (d) Whenever following formula: ER1 = ER0 x OS0 + X OS0 + Y ER0 = the Exchange Rate is adjusted as herein provided, in effect immediately prior to the Company shall determine Close of Business on the adjusted Record Date for such issuance; ER1 = the Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth effect immediately after the Close of Business on such adjusted Exchange Rate and any cash or other property apportioned Record Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence Close of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely Business on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.Record Date;

Adjustment of Exchange Rate. The Exchange Rate shall be subject to adjustment as follows: (a) In the event Chevron (as defined in Section 219 hereof) shall (i) Kaiser shall pay a dividend on Chevron or make a distribution with respect to Kaiser Common Stock in shares of Chevron Kaiser Common Stock, (ii) Kaiser shall subdivide or split the outstanding shares of Chevron Kaiser Common Stock into a greater number of shares of Chevron Kaiser Common Stock, Stock or (iii) Kaiser shall combine the outstanding shares of Chevron Kaiser Common Stock into a smaller number of shares of Chevron Kaiser Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted pursuant to this Section 17.04 so that the Holder of any Debentures Exchangeable Securities thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 Section 17.10 hereof) to receive the number and kind of shares of Chevron Kaiser Common Stock Shares which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, above had such Debentures Exchangeable Securities been exchanged immediately prior to the record date (or or, if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date (in the case of a stock dividend and shall become effective as of immediately after the close of business on dividend) or the effective date (in the case of a subdivision subdivision, split or combination or reclassificationcombination). Any Holder surrendering any Debentures Exchangeable Securities for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Kaiser Common Stock Shares at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject 17.04, in addition to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) In the event that, pursuant to Section 17.09, Kaiser Common Shares otherwise deliverable upon exchange of the Exchangeable Securities of any series are tendered or exchanged and not withdrawn as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to a tender or exchange offer (as it shall have been amended) for shares of Kaiser Common Stock, the Exchange Rate in effect immediately prior to the Expiration Time shall be adjusted by multiplying such Exchange Rate by a fraction, the numerator of which shall be the total number of Kaiser Common Shares then deliverable upon exchange of all outstanding Exchangeable Securities of such series less the number of Kaiser Common Shares sold or exchanged in such tender or exchange offer, and the denominator of which shall be the total number of Kaiser Common Shares then deliverable upon exchange of all outstanding Exchangeable Securities of such series (including any Kaiser Common Shares sold or exchanged in such tender or exchange offer). Such adjustments shall be made whenever the above shall occur and shall become effective as of immediately prior to the opening of business on the day following the Expiration Time. Any Holder surrendering any Exchangeable Securities of such series for exchange after the opening of business on the day following the Expiration Time shall be entitled (subject to Section 17.10 hereof) to receive Kaiser Common Shares at the Exchange Rate as so adjusted pursuant to this Section 17.04, in addition to any other Exchange Property apportioned thereto. (c) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, ; provided, however, that any adjustments which by reason of this paragraph subparagraph (bc) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (cd) All calculations under this Section 204 17.04 shall be made to the nearest 1/10,000 one-ten-thousandth (.0001) of a share. (de) Whenever the Exchange Rate is adjusted as herein providedprovided herein, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 17.04 and shall prepare an Officer's Certificate a certificate setting forth such adjusted Exchange Rate and any cash or other property Exchange Property apportioned to the Chevron Kaiser Common Stock Shares and showing in detail the facts upon which such adjustment is adjustments are based. Such certificate shall be conclusive evidence of the correctness of , and such adjustment. Such certificate shall forthwith be filed with the Exchange Agent Trustee and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustmentCollateral Agent. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property Exchange Property apportioned to the Chevron Kaiser Common Stock Shares shall, as soon as practicable, be mailed (in the manner provided in Section 16.03) by or on behalf of the Company to the Holders of Debentures Exchangeable Securities at their last addresses as they shall appear upon the Security RegisterRegister maintained pursuant to Section 3.05(a) of this Indenture.

Adjustment of Exchange Rate. (a) Prior to Aerial Merger or Distribution. Prior to the earlier to occur of the Aerial Merger or the Distribution, the Exchange Rate Applicable to Aerial Common Shares shall be adjusted from time to time as follows: (i) In the event Chevron (as defined in Section 219 hereof) that Aerial shall (iA) pay a dividend on Chevron the outstanding Aerial Common Stock Shares in shares the form of Chevron Aerial Common StockShares, (iiB) subdivide the outstanding shares of Chevron Aerial Common Stock Shares into a greater number of shares of Chevron Common Stockshares, or (iiiC) combine the outstanding shares of Chevron Aerial Common Stock Shares into a smaller number of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement)shares, the Exchange Rate Applicable to Aerial Common Shares in effect immediately prior thereto shall be proportionately adjusted so that the Holder holder of any Debentures AOC Share thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Aerial Common Stock Shares which such Holder holder would have owned or have been entitled to receive after the happening of any of the events described above, such event had such Debentures AOC Share been exchanged immediately prior to the record date (or if there is no record date, the effective date) happening of such event. Such adjustments shall be made whenever any of the events listed above shall occur and Any adjustment pursuant to this Section 7.3(a)(i) shall become effective as of retroactively immediately after the close of business on the record date in the case of a stock any dividend and shall become effective as of immediately after the close of business on the effective date in the case of a any subdivision or combination combination. (ii) In the event that Aerial shall issue to all holders of the outs- tanding Aerial Common Shares any rights or reclassificationwarrants entitling them (for a period expiring within 45 days after the record date specified below) to subscribe for or purchase Aerial Common Shares at a price per share less than the Aerial Average for the 20 consecutive trading day period ending on the third trading date prior to the record date for the determination of shareholders entitled to receive such rights or warrants, the Exchange Rate Applicable to Aerial Common Shares shall be adjusted so that it shall equal the rate determined as follows: the Exchange Rate Applicable to Aerial Common Shares in effect immediately prior to such record date shall be multiplied by a fraction, the numerator of which shall be (A) the sum of the number of shares of Aerial Common Stock outstanding on such record date plus the number of additional Aerial Common Shares offered for subscription or purchase, and the denominator of which shall be (B) the sum of the number of shares of Aerial Common Stock outstanding on such record date plus the quotient obtained by dividing the aggregate offering price for the total number of Aerial Common Shares so offered for subscription or purchase (before deduction of commissions, concessions or discounts paid or allowed or expenses incurred) by such Aerial Average. Any Holder surrendering Such adjustment shall be made successively whenever any Debentures such rights or warrants are issued and shall become effective retroactively immediately after such record date. In determining whether any rights or warrants entitle the holders to subscribe for exchange or purchase Aerial Common Shares at less than the Aerial Average, and in determining the aggregate offering price of Aerial Common Shares, there shall be taken into account any consideration received by Aerial for such rights or warrants, the value of such consideration, if other than cash, to be reasonably determined by its Board of Directors. In the event that all of the Aerial Common Shares offered for subscription or purchase are not subscribed for and purchased pursuant to the rights or warrants referred to in the first sentence of this Section 7.3(a)(ii), the Exchange Rate Applicable to Aerial Common Shares shall be retroactively adjusted, as of the record date referred to in the first sentence of this Section 7.3(a)(ii), to reflect that fact, and any exchanges occurring after such record date and prior to such retroactive adjustment shall be adjusted accordingly. (iii) In the event that Aerial shall distribute to all holders of the outstand- ing Aerial Common Shares any shares of its stock of any class (other than Aerial Common Shares), any securities, evidences of indebtedness or rights or warrants of Aerial or any subsidiary thereof (other than rights or warrants referred to in Section 7.3(a)(ii) hereof), or any other assets (other than cash dividends payable out of earnings or surplus legally available therefor under the laws of the jurisdiction of incorporation of Aerial), the Exchange Rate Applicable to Aerial Common Shares shall be adjusted so that it shall equal the rate determined as follows: the Exchange Rate Applicable to Aerial Common Shares in effect immediately prior to the record date for the determination of shareholders entitled to receive such distribution shall be multiplied by a fraction, the numerator of which shall be the Aerial Average for the 20 consecutive trading day period ending on the third trading day prior to such record date and the denominator of which shall be such Aerial Average minus the fair value (as reasonably determined by the Board of Directors of Aerial, which determination shall be conclusive) of such distribution with respect to each Aerial Common Share outstanding immediately prior to such record date. Such adjustment shall become effective immediately after such record date. (iv) In the event of any capital reorganization of Aerial, any reclassification of Aerial Common Shares or any merger or consolidation of Aerial with or into any other corporation (other than a merger in which Aerial shall be the surviving corporation and which shall not result in any reclassification of the outstanding Aerial Common Shares), provision shall be made as part of the case may beterms of such capital reorganization, reclassification, merger or consolidation whereby each AOC Share outstanding after such capital reorganization, reclassification, merger or consolidation shall be exchangeable for the kind and amount of shares of stock or other securities or property to which the Aerial Common Shares issuable (at the time of such capital reorganization, reclassification, merger or consolidation) upon exchange of such AOC Share would have been entitled upon such capital reorganization, reclassification, merger or consolidation and shall have the benefit of adjustments thereafter which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7.3(a). Neither the subdivision or combination of the outstanding Aerial Common Shares into a greater or lesser number of Aerial Common Shares, nor the change in the par value of the Aerial Common Shares, or from par value to no par value, or from no par value to par value, shall be entitled deemed to receive shares be a reclassification of Chevron the Aerial Common Stock at Shares for the Exchange Rate as so adjusted pursuant to purposes of this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason 7.3(a)(iv). The provisions of this paragraph (bSection 7.3(a)(iv) are not required shall similarly apply to be made shall be carried forward and taken into account in any subsequent adjustmentsuccessive capital reorganizations, reclassifications, mergers or consolidations. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.

Adjustment of Exchange Rate. (a) In the event Chevron (The Exchange Rate shall be subject to adjustment from time to time as defined in Section 219 hereof) shall follows: (i) If INSO shall: (A) pay a dividend on Chevron or make a distribution with respect to the INSO Common Stock in shares of Chevron Common Stock, such stock, (iiB) subdivide or split the outstanding shares of Chevron INSO Common Stock into a greater number of shares of Chevron Common Stock, shares, (iiiC) combine the outstanding shares of Chevron INSO Common Stock into a smaller number of shares of Chevron Common Stockshares, or or (ivD) issue, issue by reclassification of shares of Chevron INSO Common Stock, Stock any shares of its common capital stock (which of INSO, then, in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement)event, the Exchange Rate in effect immediately prior thereto to such event shall be proportionately adjusted so that the Holder of any Debentures SAILS shall thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive receive, upon mandatory exchange or optional redemption of the principal amount of such SAILS at Maturity, as set forth in Section 1301, the number and kind of shares of Chevron INSO Common Stock which such Holder would have owned or have been entitled to receive immediately following any event described above had such SAILS been exchanged or redeemed immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the business day next following the record date for determination of stockholders of INSO Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the happening effective date in the case of any a subdivision, split, combination or reclassification. Each such adjustment shall be made successively. (ii) If INSO shall, after the date hereof, issue rights or warrants to all stockholders of INSO Common Stock entitling them to subscribe for or purchase shares of INSO Common Stock (other than rights to purchase INSO Common Stock pursuant to a plan for the events described above, had such Debentures been exchanged reinvestment of dividends or interest) at a price per share less than the current market price of INSO Common Stock (determined for purposes of this clause (ii) as the average Closing Price per share of INSO Common Stock on the 20 Trading Days immediately prior to the date such rights or warrants are issued), then in each case the Exchange Rate shall be adjusted by multiplying the Exchange Rate in effect immediately prior to the date of issuance of such rights or warrants, by a fraction, of which the numerator shall be the number of shares of INSO Common Stock outstanding on the date of issuance of such rights or warrants, immediately prior to such issuance, plus the number of additional shares of INSO Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of INSO Common Stock outstanding on the date of issuance of such rights or warrants, immediately prior to such issuance, plus the number of additional shares of INSO Common Stock which the aggregate offering price of the total number of shares of INSO Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at such current market price (calculated as the average Closing Price per share of INSO Common Stock on the 20 Trading Days immediately prior to the date such rights or warrants are issued), which shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such current market price. Such adjustment shall become effective at the opening of business on the business day next following the record date (for the determination of stockholders entitled to receive such rights or if there is no record datewarrants. To the extent that shares of INSO Common Stock are not delivered after the expiration of such rights or warrants, the effective date) Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such eventrights or warrants been made upon the basis of delivery of only the number of shares of INSO Common Stock actually delivered. Such adjustments Each such adjustment shall be made whenever successively. (iii) If INSO shall pay a dividend or make a distribution to all stockholders of INSO Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in subparagraph (i) above or any ordinary periodic cash dividends that do not constitute Extraordinary Cash Dividends (as defined in clause (vi) below) or shall issue to all stockholders of INSO Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subparagraph (ii) above), then in each such case, the events listed above Exchange Rate shall occur be adjusted by multiplying the Exchange Rate in effect on the record date mentioned below, by a fraction of which the numerator shall be the current market price per share of INSO Common Stock on the record date for the determination of stockholders entitled to receive such dividend or distribution (such current market price being determined for purposes of this clause (iii) as the average Closing Price per share of INSO Common Stock on the 20 Trading Days immediately prior to such record date), and of which the denominator shall be such current market price per share of INSO Common Stock less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a resolution adopted with respect thereto) as of such record date of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants applicable to one share of INSO Common Stock. Each such adjustment shall become effective as on the opening of business on the business day next following the record date for the determination of stockholders entitled to receive such dividend or distribution. Each such adjustment shall be made successively. (iv) Any shares of INSO Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately after prior to the close of business on the record date in for such dividend for purposes of calculating the case number of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive outstanding shares of Chevron INSO Common Stock at under subparagraph (ii) above. (v) All adjustments to the Exchange Rate as so adjusted pursuant shall be calculated to this Section 204(a) the nearest 1/10,000th of a share of INSO Common Stock (subject or if there is not a nearest 1/10,000th of a share to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisions, no next lower 1/10,000th of a share). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, at least one percent therein; provided, however, that any adjustments which by reason of this paragraph clause (bv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. . If an adjustment is made to the Exchange Rate pursuant to subparagraph (ci), (ii) All calculations under or (iii) of this Section 204 1303(a), an adjustment shall also be made to the nearest 1/10,000 Current Market Price solely to determine which of a shareparagraphs (a), (b) or (c) of the definition of Exchange Rate in Section 1301 will apply at Maturity. The required adjustment shall be determined by multiplying the Current Market Price by the reciprocal of the number determined under subparagraph (i), (ii) or (iii) by which the then existing Exchange Rate was multiplied to adjust such rate. This subparagraph (v) shall be so used to adjust the definition of Current Market Price only as such term is used for the first time in each of subparagraphs (a), (b) and (c) of the definition of Exchange Rate. (dvi) Whenever For purposes of the foregoing, the term “Extraordinary Cash Dividend” shall mean, with respect to any consecutive 365-day period, any cash dividend with respect to INSO Common Stock the amount of which, together with the aggregate amount of all other such cash dividends on the INSO Common Stock occurring in such 365-day period, exceeds on a per share basis 10% of the average of the Closing Prices per share of the INSO Common Stock for each Trading Day during such 365-day period, and for purposes of applying the formula set forth in clause (iii) above, the fair market value of such dividend being calculated pursuant to such clause (iii) shall be equal to (x) the aggregate amount of such cash dividend together with the amounts of such other cash dividends occurring in such period minus (y) the aggregate amount of such other cash dividends occurring in such period for which a prior adjustment in the Exchange Rate is adjusted as herein providedwas previously made under this Section 1303(a). In making the determinations required by the foregoing sentence, the Company amount of cash dividends paid on a per share basis shall determine be appropriately adjusted to reflect the adjusted Exchange Rate occurrence during such period of any event described in accordance with this Section 204 1303(a). (b) In the event of (i) any consolidation or merger of INSO, or any surviving entity or subsequent surviving entity of INSO (an “INSO Successor”), with or into another entity (other than a merger or consolidation in which INSO is the continuing corporation and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash in which the INSO Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property apportioned of INSO or another corporation), (ii) any sale, transfer, lease or conveyance to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence another corporation of the correctness property of INSO or any INSO Successor as an entirety or substantially as an entirety, (iii) any statutory exchange of securities of INSO or any INSO Successor with another corporation (other than in connection with a merger or acquisition) or (iv) any liquidation, dissolution or winding up of INSO or any INSO Successor (any such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trusteeevent, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that a “Reorganization Event”), the Exchange Rate has been used to determine the amount payable upon exchange or redemption at Maturity for each SAILS will be adjusted and setting forth to provide that each Holder of SAILS will receive at Maturity cash in an amount equal to (a) if the adjusted Exchange Rate and any cash Transaction Value (as defined below) is greater than or other property apportioned equal to the Chevron Common Stock shallThreshold Appreciation Price, as soon as practicable0.8621 multiplied by the Transaction Value, be mailed by or on behalf of (b) if the Company to Transaction Value is less than the Holders of Debentures at their last addresses as they shall appear upon Threshold Appreciation Price but greater than the Security Register.Initial Price, the

Adjustment of Exchange Rate. The Exchange Rate shall be adjusted, without duplication, from time to time by the Company (awith notice to the Exchange Agent) In as follows, except that the event Chevron (Exchange Rate shall not be adjusted if Holders of the Notes participate as defined specified in Section 219 hereof10.06(o) shall below in any of the dividends or distributions described in this Section 10.06 (iother than (x) pay a dividend on Chevron share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of shares of Common Stock in shares and solely as a result of Chevron Common Stockholding the Notes, (ii) subdivide the outstanding shares of Chevron Common Stock into without having to exchange their Notes as if they held a greater number of shares of Chevron Common StockStock equal to the product of (i) the applicable Exchange Rate in effect immediately after the Close of Business on the date for determination of holders of Common Stock entitled to receive such distribution, times (iiiii) combine outstanding the quotient of the (x) aggregate principal amount of Notes held by such Holders at such time divided by (y) $1,000 (any such dividend or distribution to the holders of Common Stock in which Holders of Notes participate, a “Received Dividend”): (a) If AMC issues or otherwise distributes shares of Chevron Common Stock into exclusively as a smaller number dividend or distribution to all or substantially all holders of shares of Chevron Common Stock, or (iv) issue, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by (other than any Received Dividend), or if AMC effects a share split or share combination of the Common Stock (in each case, excluding an issuance solely pursuant to a Merger Event, as to which Section 10.12 will apply), the Exchange Agent under Rate shall be adjusted based on the Exchange Agreement)following formula: ER1 = ER0 x OS1 OS0 where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that preceding the Holder Open of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive Business on the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record “ex” date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any dividend or distribution, or immediately preceding the Open of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close of business Business on the effective date in the case of a subdivision such share split or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective dateshare combination, as the case may be; ER1 = the new Exchange Rate in effect immediately after the Open of Business on such “ex” date for such dividend or distribution, shall be entitled to receive or immediately after the Open of Business on the effective date of such share split or share combination, as the case may be; OS0 = the number of shares of Chevron Common Stock at outstanding immediately preceding to the Exchange Rate Open of Business on such “ex” date or immediately preceding to the Open of Business on the effective date of such share split or share combination, as so adjusted pursuant the case may be; and OS1 = the number of shares of Common Stock outstanding immediately after, and solely as a result of, giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 204(a10.06(a) shall become effective immediately after the Open of Business on the “ex” date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this clause (subject to Sections 215 and 216 hereofa) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisionsis announced or declared but not so paid or made, no adjustment in the Exchange Rate shall be required unless readjusted, effective as of the date the Board of Directors determines not to pay or make such adjustment would require an increase dividend or decrease in such Exchange Rate of more than 1%distribution, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever the Exchange Rate is adjusted as herein providedthat would then be in effect if such dividend or distribution had not been announced or declared. For the avoidance of doubt, if the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence application of the correctness of such adjustment. Such certificate shall forthwith be filed with foregoing formula would result in a decrease in the Exchange Agent and the TrusteeRate, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that no adjustment to the Exchange Rate has been adjusted and setting forth will be made (other than (i) as result of a reverse share split, share combination or equivalent action thereto or (ii) with respect to the adjusted readjustment of the Exchange Rate and any cash or other property apportioned to as described in the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Registerimmediately preceding sentence).

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed, after the date of this Indenture, for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which the exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this Section 14.04, if NICE distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of NICE and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of NICE, then an adjustment to the Exchange Rate described in this Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. For the avoidance of doubt, if any event described in this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such event to the extent such change produces the same economic effect as the relevant adjustment to the Exchange Rate would have produced in the absence of the change to the number of Ordinary Shares represented by the ADSs. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes participate (other than in the case of a share split or share combination), at the same time and upon the same terms as holders of the ADSs and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of ADSs equal to (i) the Exchange Rate, multiplied by (ii) the principal amount (expressed in thousands) of Notes held by such Holder. (a) In the event Chevron (If NICE exclusively issues Ordinary Shares as defined in Section 219 hereof) shall (i) pay a dividend or distribution on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common StockOrdinary Shares, or (iv) issueif NICE effects a share split or share combination of the Ordinary Shares, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under Rate shall be adjusted based on the Exchange Agreement)following formula: where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that to the Holder open of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive business on the number and kind Ex-Dividend Date of shares of Chevron Common Stock which such Holder would have owned dividend or have been entitled to receive after the happening of any of the events described abovedistribution, had such Debentures been exchanged or immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a stock dividend and shall become effective as of immediately after the close open of business on the effective date of such share split or share combination, as applicable; ER1 = the Exchange Rate in effect immediately after the case open of a subdivision business on such Ex-Dividend Date or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as applicable; OS0 = the case may benumber of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall be entitled to receive shares become effective immediately after the open of Chevron Common Stock at business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared and results in an adjustment under this Section 14.04(a) but is not so paid or made, the Exchange Rate shall be immediately readjusted, effective as so adjusted pursuant of the date NICE’s Board of Directors determines not to this Section 204(a) (subject pay such dividend or distribution, to Sections 215 and 216 hereof) and any other the Exchange Property apportioned theretoRate that would then be in effect if such dividend or distribution had not been declared. (b) Notwithstanding If NICE issues to all or substantially all holders of the foregoing provisionsOrdinary Shares (directly or in the form of ADSs) any rights, no adjustment options or warrants (other than any issuance pursuant to a shareholder’s rights agreement or rights plan) entitling them, for a period of not more than 60 calendar days after the announcement date of such issuance, to subscribe for or purchase Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the ADSs for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, divided by the number of Ordinary Shares then represented by one ADS, the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%increased based on the following formula: where, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever ER0 = the Exchange Rate is adjusted as herein provided, in effect immediately prior to the Company shall determine open of business on the adjusted Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth effect immediately after the open of business on such adjusted Exchange Rate and any cash or other property apportioned Ex-Dividend Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence open of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely business on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.Ex-Dividend Date;

Adjustment of Exchange Rate. (1) The Exchange Rate in effect at any date will be subject to adjustment from time to time as follows: (a) In If and whenever at any time during the event Chevron (as defined in Section 219 hereof) Adjustment Period, Crystallex shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide or redivide the outstanding shares of Chevron Common Stock Shares into a greater number of shares Common Shares, (ii) consolidate, combine or reduce the outstanding Common Shares into a lesser number of Chevron Common StockShares, or (iii) combine outstanding shares issue Common Shares to all or substantially all of Chevron the holders of Common Stock into Shares by way of a smaller number of shares of Chevron Common Stockstock dividend or other distribution, then, in each such event, the Exchange Rate will, on the record date for such event, or (iv) issueif no record date is fixed, the effective date of such event, be adjusted so that it will equal the rate determined by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), multiplying the Exchange Rate in effect immediately prior thereto to such date by a fraction, of which the denominator shall be proportionately adjusted so that the Holder total number of any Debentures thereafter surrendered for exchange Common Shares outstanding on such date before giving effect to such event, and of which the numerator shall be entitled (subject the total number of Common Shares outstanding on such date after giving effect to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments adjustment will be made successively whenever any such event shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a for such stock dividend for the purpose of calculating the number of outstanding Common Shares under paragraphs 5.2(1)(b) and (c). Back to Contents (b) If and whenever at any time during the Adjustment Period, Crystallex shall become effective as fix a record date for the issuance of immediately rights, options or warrants to all or substantially all of the holders of Common Shares entitling the holders thereof, within a period expiring not more than 45 days after the close date of business issue thereof, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on the effective earlier of such record date and the date on which Crystallex announces its intention to make such issuance, then, in each such case, the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the denominator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such effective dateCurrent Market Price, and of which the numerator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in subparagraph 5.2(1)(c) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Rate will then be readjusted to the Exchange Rate which would then be in effect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, Crystallex shall be entitled fix a record date for the making of a distribution to receive all or substantially all of the holders of Common Shares of (i) shares of Chevron any class other than Common Stock at Shares whether of Crystallex or any other corporation, (ii) rights, options or warrants (other than rights, options or warrants exercisable by the holders thereof within a period expiring not more than 45 days after the date of issue thereof), (iii) evidences of indebtedness, or (iv) cash, securities or other property or assets then, in each such case, the Exchange Rate as will be adjusted immediately after such record date so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding that it will equal the foregoing provisions, no adjustment in rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which Back to Contents the denominator shall be required unless the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which Crystallex announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment would require an increase will be made successively whenever such a record date is fixed, provided that if two or decrease more such record dates or record dates referred to in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to fixed within a period of 25 Trading Days, such adjustment will be made shall successively as if each of such record dates occurred on the earliest of such record dates. To the extent that such distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercised prior to the expiration thereof, the Exchange Rate will then be carried forward and taken into account readjusted to the Exchange Rate which would then be in any subsequent adjustmenteffect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the exercise of such rights, options or warrants, as the case may be. (c2) All calculations under this Section 204 If and whenever at any time during the Adjustment Period, there is (i) any reclassification of the Common Shares at any time outstanding, any change of the Common Shares into other shares or any other capital reorganization of Crystallex (other than as described in subsection (1)), (ii) any consolidation, amalgamation, arrangement, merger or other form of business combination of Crystallex with or into any other corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other capital reorganization of Crystallex, or (iii) any sale, lease, exchange or transfer of the undertaking or assets of Crystallex as an entirety or substantially as an entirety to another corporation or entity in which the holders of outstanding Common Shares are entitled to receive shares, other securities or other property, then, in each such event, each holder of any Warrant which is thereafter exercised will be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date thereof, such holder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon such exercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Article 5 with respect to the nearest 1/10,000 rights and interests thereafter of a share. (d) Whenever the Exchange Rate is adjusted holders of Warrants to the end that the provisions set forth in this Article 5 will thereafter correspondingly be made applicable, as herein providednearly as may reasonably be possible, in the Company shall determine relation to any shares or other securities or property thereafter deliverable upon the adjusted Exchange Rate exercise or deemed exercise of any Warrant. Any such adjustments will be made by and set forth in accordance with this Section 204 an indenture supplemental hereto approved by the directors and by the Warrant Agent and shall prepare for all purposes be conclusively deemed to be an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such appropriate adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned Back to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.Contents

Adjustment of Exchange Rate. If the number of Ordinary Shares represented by the ADSs is changed after the date of this Indenture for any reason other than one or more of the events described in this Section 14.04, the Company shall make an appropriate adjustment to the Exchange Rate such that the number of Ordinary Shares represented by the ADSs upon which exchange of the Notes is based remains the same. Notwithstanding the adjustment provisions described in this ‎Section 14.04, if Avadel distributes to holders of the Ordinary Shares any cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel (but excluding Expiring Rights) and a corresponding distribution is not made to holders of the ADSs, but, instead, the ADSs shall represent, in addition to Ordinary Shares, such cash, rights, options, warrants, shares of Capital Stock or similar equity interests, evidences of indebtedness or other assets or property of Avadel, then an adjustment to the Exchange Rate described in this ‎Section 14.04 shall not be made until and unless a corresponding distribution (if any) is made to holders of the ADSs, and such adjustment to the Exchange Rate shall be based on the distribution made to the holders of the ADSs and not on the distribution made to the holders of the Ordinary Shares. However, in the event that Avadel issues or distributes to all holders of the Ordinary Shares any Expiring Rights, then, notwithstanding the immediately preceding sentence, the Company shall adjust the Exchange Rate pursuant to ‎Section 14.04(b) (in the case of in-the-money Expiring Rights entitling holders of the Ordinary Shares for a period of not more than 45 calendar days after the announcement date of such issuance to subscribe for or purchase Ordinary Shares or ADSs) or ‎Section 14.04(c) (in the case of all other Expiring Rights), subject to Section 14.04(f). For the avoidance of doubt, if any event described in clauses (a) In through (e) of this Section 14.04 results in a change to the number of Ordinary Shares represented by the ADSs, then such change shall be deemed to satisfy the Company’s obligation to effect the relevant adjustment to the Exchange Rate on account of such event Chevron to the extent such change produces the same economic result as the adjustment to the Exchange Rate that would otherwise have been made on account of such event. Subject to the foregoing, the Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as defined holders of the ADSs and solely as a result of holding the Notes, in any of the transactions described in this Section 219 hereof14.04, without having to exchange their Notes, as if they held a number of ADSs equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) shall of Notes held by such Holder. (ia) pay If Avadel exclusively issues Ordinary Shares as a dividend or distribution on Chevron Common Stock in shares all or substantially all of Chevron Common Stock, (ii) subdivide the outstanding shares of Chevron Common Stock into a greater number of shares of Chevron Common Stock, (iii) combine outstanding shares of Chevron Common Stock into a smaller number of shares of Chevron Common StockOrdinary Shares, or (iv) issueif Avadel effects a share split or share combination of the Ordinary Shares, by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under Rate shall be adjusted based on the Exchange Agreement)following formula: where, ER0 = the Exchange Rate in effect immediately prior thereto shall be proportionately adjusted so that to the Holder open of any Debentures thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive business on the number and kind Ex-Dividend Date of shares of Chevron Common Stock which such Holder would have owned dividend or have been entitled to receive after the happening of any of the events described abovedistribution, had such Debentures been exchanged or immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close open of business on the record date Effective Date of such share split or share combination, as applicable; ER' = the Exchange Rate in effect immediately after the case open of a stock dividend business on such Ex-Dividend Date or Effective Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective as of immediately after the close open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date Avadel’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If Avadel issues to all or substantially all holders of the Ordinary Shares (directly or in the case form of ADSs) any rights, options or warrants entitling them, for a subdivision period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or combination purchase Ordinary Shares (directly or reclassification. Any Holder surrendering any Debentures for exchange after such record date in the form of ADSs) at a price per Ordinary Share that is less than the average of the Last Reported Sale Prices of the Ordinary Shares or such effective datethe ADSs, as the case may bebe (divided by, shall be entitled to receive shares in the case of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 ADSs, the number of Ordinary Shares then represented by one ADS), for the 10 consecutive Trading Day period ending on, and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding including, the foregoing provisionsTrading Day immediately preceding the date of announcement of such issuance, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%increased based on the following formula: where, provided, however, that any adjustments which by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever ER0 = the Exchange Rate is adjusted as herein provided, in effect immediately prior to the Company shall determine open of business on the adjusted Ex-Dividend Date for the ADSs for such issuance; ER' = the Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth effect immediately after the open of business on such adjusted Exchange Rate and any cash or other property apportioned Ex-Dividend Date; OS0 = the number of Ordinary Shares outstanding immediately prior to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence open of the correctness of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely business on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.Ex-Dividend Date;

Adjustment of Exchange Rate. (a) In the event Chevron (The Exchange Rate shall be subject to adjustment from time to time as defined in Section 219 hereof) shall follows: (i) If INSO shall: (A) pay a dividend on Chevron or make a distribution with respect to the INSO Common Stock in shares of Chevron Common Stock, such stock, (iiB) subdivide or split the outstanding shares of Chevron INSO Common Stock into a greater number of shares of Chevron Common Stock, shares, (iiiC) combine the outstanding shares of Chevron INSO Common Stock into a smaller number of shares of Chevron Common Stockshares, or or (ivD) issue, issue by reclassification of shares of Chevron INSO Common Stock, Stock any shares of its common capital stock (which of INSO, then, in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement)event, the Exchange Rate in effect immediately prior thereto to such event shall be proportionately adjusted so that the Holder of any Debentures SAILS shall thereafter surrendered for exchange shall be entitled (subject to Sections 215 and 216 hereof) to receive receive, upon mandatory exchange or optional redemption of the principal amount of such SAILS at Maturity, as set forth in Section 1301, the number and kind of (ii) If INSO shall, after the date hereof, issue rights or warrants to all stockholders of INSO Common Stock entitling them to subscribe for or purchase shares of Chevron INSO Common Stock which such Holder would have owned (other than rights to purchase INSO Common Stock pursuant to a plan for the reinvestment of dividends or have been entitled to receive after interest) at a price per share less than the happening current market price of any INSO Common Stock (determined for purposes of this clause (ii) as the events described above, had such Debentures been exchanged average Closing Price per share of INSO Common Stock on the 20 Trading Days immediately prior to the record date (such rights or if there is no record datewarrants are issued), the effective date) of such event. Such adjustments shall be made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date then in the each case of a stock dividend and shall become effective as of immediately after the close of business on the effective date in the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange after such record date or such effective date, as the case may be, shall be entitled to receive shares of Chevron Common Stock at the Exchange Rate as so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding the foregoing provisions, no adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease in such Exchange Rate of more than 1%, provided, however, that any adjustments which adjusted by reason of this paragraph (b) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (c) All calculations under this Section 204 shall be made to the nearest 1/10,000 of a share. (d) Whenever multiplying the Exchange Rate is adjusted as herein provided, the Company shall determine the adjusted Exchange Rate in accordance with this Section 204 and shall prepare an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned effect immediately prior to the Chevron date of issuance of such rights or warrants, by a fraction, of which the numerator shall be the number of shares of INSO Common Stock outstanding on the date of issuance of such rights or warrants, immediately prior to such issuance, plus the number of additional shares of INSO Common Stock offered for subscription or purchase pursuant to such rights or warrants, and showing in detail of which the facts upon denominator shall be the number of shares of INSO Common Stock outstanding on the date of issuance of such rights or warrants, immediately prior to such issuance, plus the number of additional shares of INSO Common Stock which the aggregate offering price of the total number of shares of INSO Common Stock so offered for subscription or purchase pursuant to such adjustment is basedrights or warrants would purchase at such current market price (calculated as the average Closing Price per share of INSO Common Stock on the 20 Trading Days immediately prior to the date such rights or warrants are issued), which shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such current market price. Such certificate adjustment shall be conclusive evidence become effective at the opening of business on the correctness business day next following the record date for the determination of stockholders entitled to receive such rights or warrants. To the extent that shares of INSO Common Stock are not delivered after the expiration of such adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trusteerights or warrants, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth shall be readjusted to the adjusted Exchange Rate and any cash which would then be in effect had such adjustments for the issuance of such rights or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear warrants been made upon the Security Register.basis of delivery of only the

Adjustment of Exchange Rate. (1) The Exchange Rate in effect at any date will be subject to adjustment from time to time as follows: (a) In If and whenever at any time during the event Chevron (as defined in Section 219 hereof) Adjustment Period, Crystallex shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide or redivide the outstanding shares of Chevron Common Stock Shares into a greater number of shares Common Shares, (ii) consolidate, combine or reduce the outstanding Common Shares into a lesser number of Chevron Common StockShares, or (iii) combine outstanding shares issue Common Shares to all or substantially all of Chevron the holders of Common Stock into Shares by way of a smaller number of shares of Chevron Common Stockstock dividend or other distribution, then, in each such event, the Exchange Rate will, on the record date for such event, or (iv) issueif no record date is fixed, the effective date of such event, be adjusted so that it will equal the rate determined by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), multiplying the Exchange Rate in effect immediately prior thereto to such date by a fraction, of which the denominator shall be proportionately adjusted so that the Holder total number of any Debentures thereafter surrendered for exchange Common Shares outstanding on such date before giving effect to such event, and of which the numerator shall be entitled (subject the total number of Common Shares outstanding on such date after giving effect to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments adjustment will be made successively whenever any such event shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a for such stock dividend for the purpose of calculating the number of outstanding Common Shares under clauses 5.2(1)(b) and (c). (b) If and whenever at any time during the Adjustment Period, Crystallex shall become effective as fix a record date for the issuance of immediately rights, options or warrants to all or substantially all of the holders of Common Shares entitling the holders thereof, within a period expiring not more than 45 days after the close date of business issue thereof, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on the effective earlier of such record date and the date on which Crystallex announces its intention to make such issuance, then, in each such case, the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the denominator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such effective dateCurrent Market Price, and of which the numerator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in clause 5.2(1)(c) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Rate will then be readjusted to the Exchange Rate which would then be in effect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, Crystallex shall be entitled fix a record date for the making of a distribution to receive all or substantially all of the holders of Common Shares of (i) shares of Chevron any class other than Common Stock at Shares whether of Crystallex or any other corporation, (ii) rights, options or warrants (other than rights, options or warrants exercisable by the holders thereof within a period expiring not more than 45 days after the date of issue thereof), (iii) evidences of indebtedness, or (iv) cash, securities or other property or assets, then, in each such case, the Exchange Rate as will be adjusted immediately after such record date so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding that it will equal the foregoing provisions, no adjustment in rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the denominator shall be required unless the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which Crystallex announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment would require an increase will be made successively whenever such a record date is fixed, provided that if two or decrease more such record dates or record dates referred to in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to fixed within a period of 25 Trading Days, such adjustment will be made shall successively as if each of such record dates occurred on the earliest of such record dates. To the extent that such distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercised prior to the expiration thereof, the Exchange Rate will then be carried forward and taken into account readjusted to the Exchange Rate which would then be in any subsequent adjustmenteffect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the exercise of such rights, options or warrants, as the case may be. (c2) All calculations under this Section 204 If and whenever at any time during the Adjustment Period, there is (i) any reclassification of the Common Shares at any time outstanding, any change of the Common Shares into other shares or any other capital reorganization of Crystallex (other than as described in paragraph (1)), (ii) any consolidation, amalgamation, arrangement, merger or other form of business combination of Crystallex with or into any other corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other capital reorganization of Crystallex, or (iii) any sale, lease, exchange or transfer of the undertaking or assets of Crystallex as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder of any Warrant which is thereafter exercised will be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date thereof, such holder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon such exercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this section 5 with respect to the nearest 1/10,000 rights and interests thereafter of a share. (d) Whenever the Exchange Rate is adjusted holders of Warrants to the end that the provisions set forth in this section 5 will thereafter correspondingly be made applicable, as herein providednearly as may reasonably be possible, in the Company shall determine relation to any shares or other securities or property thereafter deliverable upon the adjusted Exchange Rate exercise or deemed exercise of any Warrant. Any such adjustments will be made by and set forth in accordance with this Section 204 an indenture supplemental hereto approved by the directors and by the Trustee and shall prepare for all purposes be conclusively deemed to be an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such appropriate adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.

Adjustment of Exchange Rate. (1) The Exchange Rate in effect at any date will be subject to adjustment from time to time as follows: (a) In If and whenever at any time during the event Chevron (as defined in Section 219 hereof) Adjustment Period, Crystallex shall (i) pay a dividend on Chevron Common Stock in shares of Chevron Common Stock, (ii) subdivide or redivide the outstanding shares of Chevron Common Stock Shares into a greater number of shares Common Shares, (ii) consolidate, combine or reduce the outstanding Common Shares into a lesser number of Chevron Common StockShares, or (iii) combine outstanding shares issue Common Shares to all or substantially all of Chevron the holders of Common Stock into Shares by way of a smaller number of shares of Chevron Common Stockstock dividend or other distribution, then, in each such event, the Exchange Rate will, on the record date for such event, or (iv) issueif no record date is fixed, the effective date of such event, be adjusted so that it will equal the rate determined by reclassification of shares of Chevron Common Stock, any shares of its common stock (which in any such case shall apply to the shares of Chevron Common Stock held by the Exchange Agent under the Exchange Agreement), multiplying the Exchange Rate in effect immediately prior thereto to such date by a fraction, of which the denominator shall be proportionately adjusted so that the Holder total number of any Debentures thereafter surrendered for exchange Common Shares outstanding on such date before giving effect to such event, and of which the numerator shall be entitled (subject the total number of Common Shares outstanding on such date after giving effect to Sections 215 and 216 hereof) to receive the number and kind of shares of Chevron Common Stock which such Holder would have owned or have been entitled to receive after the happening of any of the events described above, had such Debentures been exchanged immediately prior to the record date (or if there is no record date, the effective date) of such event. Such adjustments adjustment will be made successively whenever any such event shall occur. Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made whenever any of the events listed above shall occur and shall become effective as of immediately after the close of business on the record date in the case of a for such stock dividend for the purpose of calculating the number of outstanding Common Shares under paragraphs 5.2(1)(b) and (c). (b) If and whenever at any time during the Adjustment Period, Crystallex shall become effective as fix a record date for the issuance of immediately rights, options or warrants to all or substantially all of the holders of Common Shares entitling the holders thereof, within a period expiring not more than 45 days after the close date of business issue thereof, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on the effective earlier of such record date and the date on which Crystallex announces its intention to make such issuance, then, in each such case, the case of a subdivision or combination or reclassification. Any Holder surrendering any Debentures for exchange Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the denominator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such effective dateCurrent Market Price, and of which the numerator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in subparagraph 5.2(1)(c) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Rate will then be readjusted to the Exchange Rate which would then be in effect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, Crystallex shall be entitled fix a record date for the making of a distribution to receive all or substantially all of the holders of Common Shares of (i) shares of Chevron any class other than Common Stock at Shares whether of Crystallex or any other corporation, (ii) rights, options or warrants (other than rights, options or warrants exercisable by the holders thereof within a period expiring not more than 45 days after the date of issue thereof), (iii) evidences of indebtedness, or (iv) cash, securities or other property or assets, then, in each such case, the Exchange Rate as will be adjusted immediately after such record date so adjusted pursuant to this Section 204(a) (subject to Sections 215 and 216 hereof) and any other Exchange Property apportioned thereto. (b) Notwithstanding that it will equal the foregoing provisions, no adjustment in rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the denominator shall be required unless the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which Crystallex announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of Crystallex or any subsidiary of Crystallex shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment would require an increase will be made successively whenever such a record date is fixed, provided that if two or decrease more such record dates or record dates referred to in such Exchange Rate of more than 1%, provided, however, that any adjustments which by reason of this paragraph (b) are not required to fixed within a period of 25 Trading Days, such adjustment will be made shall successively as if each of such record dates occurred on the earliest of such record dates. To the extent that such distribution is not so made or to the extent that any such rights, options or warrants so distributed are not exercised prior to the expiration thereof, the Exchange Rate will then be carried forward and taken into account readjusted to the Exchange Rate which would then be in any subsequent adjustmenteffect if such record date had not been fixed or to the Exchange Rate which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the exercise of such rights, options or warrants, as the case may be. (c2) All calculations under this Section 204 If and whenever at any time during the Adjustment Period, there is (i) any reclassification of the Common Shares at any time outstanding, any change of the Common Shares into other shares or any other capital reorganization of Crystallex (other than as described in subsection (1)), (ii) any consolidation, amalgamation, arrangement, merger or other form of business combination of Crystallex with or into any other corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other capital reorganization of Crystallex, or (iii) any sale, lease, exchange or transfer of the undertaking or assets of Crystallex as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder of any Warrant which is thereafter exercised will be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such holder was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date thereof, such holder had been the registered holder of the number of Common Shares to which such holder was theretofore entitled upon such exercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Article 5 with respect to the nearest 1/10,000 rights and interests thereafter of a share. (d) Whenever the Exchange Rate is adjusted holders of Warrants to the end that the provisions set forth in this Article 5 will thereafter correspondingly be made applicable, as herein providednearly as may reasonably be possible, in the Company shall determine relation to any shares or other securities or property thereafter deliverable upon the adjusted Exchange Rate exercise or deemed exercise of any Warrant. Any such adjustments will be made by and set forth in accordance with this Section 204 an indenture supplemental hereto approved by the directors and by the Trustee and shall prepare for all purposes be conclusively deemed to be an Officer's Certificate setting forth such adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock and showing in detail the facts upon which such adjustment is based. Such certificate shall be conclusive evidence of the correctness of such appropriate adjustment. Such certificate shall forthwith be filed with the Exchange Agent and the Trustee, who may rely on such Officer's Certificate as conclusive evidence of the correctness of the adjustment. A notice stating that the Exchange Rate has been adjusted and setting forth the adjusted Exchange Rate and any cash or other property apportioned to the Chevron Common Stock shall, as soon as practicable, be mailed by or on behalf of the Company to the Holders of Debentures at their last addresses as they shall appear upon the Security Register.