Common use of Methodology for Calculations Clause in Contracts

Methodology for Calculations. For purposes of this Agreement, (x) the Transfer of a Voting Share Equivalent shall be treated as the Transfer of the Voting Shares into which such Voting Share Equivalent can be converted, exchanged or exercised and (y) the conversion, exchange or exercise of a Voting Share Equivalent into Voting Shares and the exchange of Exchangeable Shares into American Depositary Shares or Ordinary Shares shall be deemed to not be a Transfer. For purposes of calculating the amount of outstanding Voting Shares as of any date and the amount of Voting Shares Beneficially Owned by any Person as of any date, the amount of any Voting Shares shall be equal to the number of votes such Voting Shares shall then entitle the holder thereof to cast in an election for members of the Board (assuming that all Voting Shares were voted in such election) and disregarding (x) any Voting Shares held by the Company or its Affiliates and (y) any limitation on the voting rights of the holders of Voting Shares that is dependent on the number of Voting Shares voted). For all purposes hereunder, the Shareholders shall be entitled to rely on the most recent publicly available information regarding the number of outstanding Voting Shares as of any date of determination (unless the Company shall have in fact provided the Shareholders with more updated information). Shareholders who hold Exchangeable Shares shall not be obligated to first exercise the exchange right pertaining thereto in connection with a Right of First Offer Transfer or a request for registration of Registrable Securities hereunder; provided, however, that "Current Market Value", "Offer Price" or "Specified Price", as applicable, for purposes of Section 3.02 shall nonetheless be determined with reference to the Ordinary Shares underlying such Exchangeable Shares if such Ordinary Shares are the securities proposed to be transferred. 14 10

Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Company Stock or Voting Securities and the number of shares of Company Stock or Voting Securities Beneficially Owned by Investor as of any date, any shares of Company Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded. (b) For purposes of this Agreement, (x) the Transfer all determinations of a Voting Share Equivalent shall be treated as the Transfer of the Voting Shares into which such Voting Share Equivalent can be converted, exchanged or exercised and (y) the conversion, exchange or exercise of a Voting Share Equivalent into Voting Shares and the exchange of Exchangeable Shares into American Depositary Shares or Ordinary Shares shall be deemed to not be a Transfer. For purposes of calculating the amount of outstanding Voting Shares as of any date and the amount of Voting Shares Beneficially Owned by any Person as of any date, the amount of any Voting Shares Securities shall be equal to based on information set forth in the number of votes such Voting Shares shall then entitle the holder thereof to cast in an election for members of the Board (assuming that all Voting Shares were voted in such election) most recent quarterly or annual report, and disregarding (x) any Voting Shares held current report subsequent thereto, filed by the Company or its Affiliates and (y) any limitation on with the voting rights of the holders of Voting Shares that is dependent on the number of Voting Shares voted). For all purposes hereunderCommission, the Shareholders shall be entitled to rely on the most recent publicly available information regarding the number of outstanding Voting Shares as of any date of determination (unless the Company shall have in fact provided the Shareholders with more updated information)such information by delivery of written notice to Investor specifying such actual number of Voting Securities outstanding. Shareholders who hold Exchangeable Shares The Company shall not be obligated to first exercise the exchange right pertaining thereto in connection with provide such a Right of First Offer Transfer or written notice promptly upon a request for registration by Investor. (c) Whenever this Agreement references a specific number of Registrable Voting Securities hereunder; providedor shares of any class thereof, howeverthen if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such class of Voting Securities, that "Current Market Value"or shall subdivide, "Offer Price" split or "Specified Price"combine the then-outstanding number of such Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, as applicablethen all references to such specific number of Voting Securities shall be deemed, for all purposes of Section 3.02 shall nonetheless be determined with reference this Agreement, to refer to the Ordinary Shares underlying number of Voting Securities equal to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such Exchangeable Shares if event, subject to further adjustment in accordance with this sentence upon any subsequent such Ordinary Shares are the securities proposed to be transferred. 14 10dividend, subdivision, split, combination or reclassification.

Methodology for Calculations. (a) For purposes of calculating the number of outstanding shares of Common Stock or Voting Securities and the number of shares of Common Stock or Voting Securities Beneficially Owned by an R Party or TD as of any date, any shares of Common Stock or Voting Securities held in the Company’s treasury or belonging to any Subsidiaries of the Company which are not entitled to be voted or counted for purposes of determining the presence of a quorum pursuant to Section 160(c) of the DGCL (or any successor statute) shall be disregarded. (b) For purposes of this Agreement, (x) the Transfer all determinations of a Voting Share Equivalent shall be treated as the Transfer of the Voting Shares into which such Voting Share Equivalent can be converted, exchanged or exercised and (y) the conversion, exchange or exercise of a Voting Share Equivalent into Voting Shares and the exchange of Exchangeable Shares into American Depositary Shares or Ordinary Shares shall be deemed to not be a Transfer. For purposes of calculating the amount of outstanding Voting Shares as of any date and the amount of Voting Shares Beneficially Owned by any Person as of any date, the amount of any Voting Shares Securities shall be equal to based on information set forth in the number of votes such Voting Shares shall then entitle the holder thereof to cast in an election for members of the Board (assuming that all Voting Shares were voted in such election) most recent quarterly or annual report, and disregarding (x) any Voting Shares held current report subsequent thereto, filed by the Company or its Affiliates and (y) any limitation on with the voting rights of the holders of Voting Shares that is dependent on the number of Voting Shares voted). For all purposes hereunderCommission, the Shareholders shall be entitled to rely on the most recent publicly available information regarding the number of outstanding Voting Shares as of any date of determination (unless the Company shall have in fact provided the Shareholders with more updated information). Shareholders who hold Exchangeable Shares shall not be obligated such information by delivery of written notice to first exercise the exchange right pertaining thereto in connection with a Right TD and each R Party specifying such actual number of First Offer Transfer or a request for registration of Registrable Voting Securities hereunderoutstanding; provided, however, that "Current Market Value"prior to the Closing, "Offer Price" or "Specified Price", as applicable, solely for purposes of determining compliance by the R Parties with Section 3.02 2.1 hereof, such number of outstanding Voting Securities shall nonetheless be deemed to be the actual number of Voting Securities (as determined pursuant to such report or updated notification) plus 193,600,000. (c) Whenever this Agreement references a specific number of Voting Securities or shares of any class thereof (including with reference respect to the Ordinary Shares underlying obligations of the Company pursuant to Section 5.3), then if at any time or from time to time following the date hereof the Company shall pay a dividend in the form of additional shares of such Exchangeable Shares if class of Voting Securities, or shall subdivide, split or combine the then-outstanding number of such Ordinary Shares are Voting Securities or issue an additional number of such Voting Securities by reclassification of such Voting Securities, then all references to such specific number of Voting Securities shall be deemed, for all purposes of this Agreement, to refer to the securities proposed number of Voting Securities equal to the product of the number of Voting Securities so specified multiplied by a fraction, the numerator of which shall be transferred. 14 10the number of Voting Securities (or applicable class thereof) outstanding immediately after, and the denominator of which shall be the number of Voting Securities (or applicable class thereof) outstanding immediately before, the occurrence of such event, subject to further adjustment in accordance with this sentence upon any subsequent such dividend, subdivision, split, combination or reclassification.