Limitations on Adjustments Clause Samples

Limitations on Adjustments. (a) Any adjustment of the Basic Rent Percentages pursuant to this Section 4 shall be computed by the Owner Participant in a manner so as to satisfy the requirements of (i) Section 3.5 hereof and (ii) Revenue Procedures 75-21 and 75-28 (to the extent then in effect) and Section 467 of the Code and any regulations effective or proposed thereunder and shall not cause this Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code and such regulations; provided that, subject to Section 12.4 of the Participation Agreement, the requirements of Section 4.08 of Revenue Procedure 75-28 (to the extent then in effect) shall be applied, in the case of any adjustment pursuant to Section 4.1, on a prospective basis taking into consideration only Basic Rent payable by the Lessee from and including the first Basic Rent Payment Date as of which the adjustment takes effect. (b) In making any adjustment pursuant to this Section 4, each of the Pricing Assumptions and the other assumptions and methods of calculation employed in the calculation of the Basic Rent Percentages, Stipulated Loss Value Percentages, Termination Value Percentages, Early Buy-Out Percentages and Fixed Price Purchase Amount as reflected in Schedule 2 to the Participation Agreement, other than Pricing Assumptions and such other assumptions that have changed or proven to be incorrect (as such pricing assumptions shall have been modified by previous adjustments under this Section 4) shall be used consistently in such adjustment subject to the constraints specifically provided herein. (c) In the case of any adjustment made pursuant to clause (vii) of Section 4.1(a), Basic Rent shall be increased by an amount at least sufficient to repay the principal of, and interest on, such Additional Notes over the term of such Additional Notes.

Limitations on Adjustments. No claim shall be made for any Construction Contingency costs in excess of the established contingency account plus and adjustments as specified in Paragraph 4.

Limitations on Adjustments. If the Purchase Price reduction, which would result from the above provided for procedure, with respect to a particular Asserted Defect does not exceed Forty Thousand Dollars ($40,000.00), no adjustment shall be made for such Asserted Defect pursuant to this Section, and such Asserted Defect shall not be taken into consideration for purposes of the calculation of any reduction pursuant to this Section. If the Purchase Price reduction which would result from the above provided for procedure as applied to all Asserted Defects does not exceed 2% of the Purchase Price (herein called the “Defect Threshold”), then no adjustment of the Purchase Price shall occur, and any Properties which would be excluded by such procedure shall not be excluded. If the Purchase Price reduction which would result from the above provided for procedure as applied to all Asserted Defects for which an adjustment is to be made exceeds the Defect Threshold, the Purchase Price shall be adjusted by the amount of all Asserted Defects for which an adjustment is to be made.

Limitations on Adjustments. (i) Except as stated in this Article 7, the Issuer will not adjust the Exchange Rate for the issuance of Ordinary Shares or ADSs or any securities exchangeable into or exchangeable for Ordinary Shares or ADSs or the right to purchase Ordinary Shares or ADSs or such exchangeable or exchangeable securities. (ii) In addition, notwithstanding anything to the contrary in this Section 7.05, the Issuer will not be required to adjust the Exchange Rate: (A) upon the issuance of: (1) any Ordinary Shares or ADSs pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Guarantor’s securities and the investment of additional optional amounts in Ordinary Shares or ADSs under any plan; (2) any Ordinary Shares or ADSs or options or rights to purchase Ordinary Shares or ADSs pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Guarantor or any of its Subsidiaries; or (3) any Ordinary Shares or ADSs pursuant to any option, warrant, right or exercisable, convertible or exchangeable security not described in clause (2) above and outstanding as of the Issue Date; (B) for a change solely in the par value of the Ordinary Shares; or (C) for accrued and unpaid interest, and Additional Interest on the Notes, if any.

Limitations on Adjustments. (i) Except as stated in this Article 7, the Issuer will not adjust the Exchange Rate for the issuance of Ordinary Shares or any securities exchangeable into or exchangeable for Ordinary Shares or the right to purchase Ordinary Shares or such exchangeable or exchangeable securities. (ii) In addition, notwithstanding anything to the contrary in this Section 7.05, the applicable Exchange Rate shall not be adjusted: (A) except as provided under Sections 7.05(a) through (e), upon the sale of Ordinary Shares for a purchase price that is less than the market price per Ordinary Share or less than the Exchange Price; (B) upon the issuance of any Ordinary Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Guarantor’s securities and the investment of additional optional amounts in Ordinary Shares under any plan; (C) upon the issuance of any Ordinary Shares or options, warrants or rights to purchase Ordinary Shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Guarantor or any of its Subsidiaries (including pursuant to any evergreen plan); or (D) upon the issuance of any Ordinary Shares pursuant to any option, warrant, right or exercisable or exchangeable security not described in clause (B) above and outstanding as of the Issue Date; (E) for share repurchases that are not tender offers referred to in Section 7.05(e), including structured or derivative transactions or pursuant to a share repurchase program approved by the Guarantor’s Board of Directors; (F) for a change solely in the nominal value of the Ordinary Shares; (G) for accrued and unpaid interest, if any; or (H) upon the issuance of any Ordinary Shares at a price below the applicable Exchange Price or otherwise, other than any such issuance described in Section 7.05(a), (b) or (c).

Limitations on Adjustments. 2 3.6 Collar.................................................................................... 4 4. Register of Investor Stock; Restrictions on Transfer of Securities; Removal of Restrictions on Transfer of Investor Stock....................................................... 4 4.1 Register of Investor Stock................................................................ 4 4.2 Restrictions on Transfer.................................................................. 4 4.3 Removal of Transfer Restrictions.......................................................... 6 4.4 Standstill................................................................................ 6 5. Representations and Warranties by the Company.................................................... 7 5.1 Organization, Standing, etc............................................................... 7 5.2 Qualification............................................................................. 7

Limitations on Adjustments. (a) Notwithstanding Sections 3.3 or 3.4 hereof, in no event shall the issuance of either the Interim Additional Shares or the Final Additional Shares result in the Investor purchasing a number of shares hereunder (including the Initial Shares) which exceeds 3,661,772 shares of Common Stock (the "Issuance -------- Limit") (such occurrence, an "Excess Issuance") unless such issuance has been ----- --------------- approved by vote of the Company's stockholders in accordance with Delaware law prior to the date of such issuance (the "Required Approval"). Investor agrees ----------------- to vote all shares of Common Stock held by it, and all shares of Common Stock for which Investor holds proxies with respect to such issuance, in favor of such issuance. (b) In the event that the number of Interim Additional Shares calculated pursuant to Section 3.3 hereof would result in an Excess Issuance and the Required Approval is not obtained prior to the Interim Valuation Date, then, in lieu of the actions required by such Section, (a) the Company shall issue to Investor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares, equals the Issuance Limit, and (b) the Company shall issue to the Investor an unsecured promissory note (the "Initial ------- Note") in a principal amount equal to (x) Ten Million Dollars ($10,000,000), ---- less (y) the product of the Issuance Limit and the price per share of the Common Stock as of the Interim Valuation Date. The Initial Note shall bear interest at the rate of ten percent (10%) per annum from the Closing Date until the date paid, shall be payable on January 1, 2000 (subject to subsections (d) and (e) below), and otherwise shall be in form reasonably acceptable to the Investor. (c) In the event that the number of Final Additional Shares calculated pursuant to Section 3.4 hereof would result in an Excess Issuance and the Required Approval is not obtained prior to the Final Valuation Date, then, in lieu of the actions required by such Section: (i) If the number of Final Additional Shares calculated pursuant to Section 3.4 is greater than the number of Interim Additional Shares calculated pursuant to Section 3.3, the Company shall, if applicable, issue to Investor and register in Investor's name a number of shares of Common Stock which, when added to the Initial Shares and the Interim Additional Shares, equals the Issuance Limit, and (b) the Company shall issue to the Investor an unsec...

Limitations on Adjustments. If the Base Purchase Price reduction with respect to a particular Asserted Defect which would result from the above provided for procedure does not exceed $50,000, no adjustment shall be made for such Asserted Defect. If the Base Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects made against all Sellers for which an adjustment is to be made, does not exceed $2,000,000, then no adjustment of the Base Purchase Price shall occur, and none of the Properties which would be excluded by such procedure shall be excluded. If the Base Purchase Price reduction which would result from the above provided for procedure, as applied to all Asserted Defects for which an adjustment against all Sellers is to be made exceeds $2,000,000, the Base Purchase Price shall be adjusted by the amount by which such Base Purchase Price reduction exceeds $2,000,000.

Limitations on Adjustments. The Exercise Price shall be adjusted in accordance with the terms of Section 7.1(d) with respect to only one Dilutive Issuance during the Term of this Warrant.