Common use of Limitations on Adjustments Clause in Contracts

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. (i) Except as stated in this Article 7, the Issuer will not adjust the Exchange Rate for the issuance of Ordinary Common Shares or any securities exchangeable into or exchangeable for Ordinary Common Shares or the right to purchase Ordinary Common 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) upon the issuance of any Common 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); (B) except as provided under Sections 7.05(a) through (e), upon the sale of Ordinary Common Shares for a purchase price that is less than the market price per Ordinary Common Share or less than the Exchange Price; (BC) upon the issuance of any Ordinary Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the GuarantorParent’s securities and the investment of additional optional amounts in Ordinary Common Shares under any plan; (CD) upon the issuance of any Ordinary Common Shares or options, warrants or rights to purchase Ordinary Common Shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Guarantor Parent or any of its Subsidiaries (including pursuant to any evergreen plan); or; (DE) upon the issuance of any Ordinary Common 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; (EF) 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 GuarantorParent’s Board of Directors; (FG) for a change solely in the nominal value of the Ordinary Common Shares;; or (GH) 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. (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; (CB) upon the issuance of any Ordinary Shares or options, warrants options 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); orSubsidiaries; (DC) 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; (ED) for upon the repurchase of any Ordinary Shares pursuant to an open-market share repurchases that are not tender offers referred repurchase program including, pursuant to in Section 7.05(e), including structured or derivative transactions or pursuant to a such as accelerated share repurchase program approved by transactions or similar forward derivatives, or other buy-back transaction that is not a tender offer or exchange offer of the Guarantor’s Board of Directorsnature described in Section 7.02(e); (FE) for a change solely in the nominal value of the Ordinary Shares;; or (GF) 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. (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)Subsidiaries; 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;; or (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).