Common use of Restrictions on Adjustments Clause in Contracts

Restrictions on Adjustments. xiii) Notwithstanding anything to the contrary in this ‎Article 4, the Exercise Price and the Warrant Share Number shall not be adjusted: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the date the Warrants were first issued not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities, other than in accordance with ‎Section 4.01; (iii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (iv) upon the issuance of any shares of Common Stock or other securities of the Company in connection with a business acquisition transaction, other than in accordance with ‎Section 4.01; (v) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (vi) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s subsidiaries; (vii) upon the issuance of any shares of Common Stock pursuant to any security of the Company not described in clause ‎(vi) of this subsection and outstanding as of the date the Warrants were first issued; or (viii) for a change in the par value of the Common Stock.

Restrictions on Adjustments. xiii) Notwithstanding anything to the contrary in this ‎Article 4Section 6, the Exercise Price and the Warrant Share Number Shares issuable shall not be adjusted, among other things: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the date the Warrants were first issued not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities, other than in accordance with ‎Section 4.01; (iii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (iviii) except as otherwise provided in in Section 6(d), upon the issuance of any shares of Common Stock or other securities of the Company in connection with a business combination, consolidation, merger, acquisition transaction, other than in accordance with ‎Section 4.01or joint venture transaction involving the Company or any of its subsidiaries; (viv) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (viv) upon the issuance of any shares of Common Stock or other securities (including options or any payments rights) pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s subsidiaries, and securities issued upon exercise or conversion of such options or other rights; (viivi) upon the issuance of any shares of Common Stock pursuant to any security of the Company not described otherwise in clause ‎(vi) of this subsection and outstanding as of the date the Warrants were first issued, or otherwise contemplated under the Plan; or (viiivii) for a change in the par value of the Common Stock.

Restrictions on Adjustments. xiiiExcept as a result of a share split, share combination, or readjustment resulting from dividends or distributions having been declared but not paid or made, readjustments resulting from distributed rights, options or warrants not being exercised prior to their expiration or termination and readjustments resulting from distributions or deemed distributions of contingent rights, options or warrants that were redeemed or repurchased without being exercised prior to their expiration or termination, in no event will the Conversion Rate be adjusted downward pursuant to Sections 10.05(a), (b), (c), (d) Notwithstanding or (e) hereof. In addition, notwithstanding anything to the contrary elsewhere in this ‎Article 4Indenture, the Exercise Price and the Warrant Share Number shall Conversion Rate will not be adjusted: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the date the Warrants were first issued not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities, other than in accordance with ‎Section 4.01; (iii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (iv) upon the issuance of any shares of Common Stock or other securities of the Company in connection with a business acquisition transaction, other than in accordance with ‎Section 4.01; (v) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s 's securities and the investment of additional optional amounts in shares of Common Stock under any plan; (viii) upon the issuance of any shares of Common Stock or other securities options or any payments rights to purchase those shares pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s subsidiariesits Subsidiaries; (viiiii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security of the Company not described in the preceding clause ‎(vi) of this subsection and outstanding as of the date of the Warrants were first issued; orIssue Date; (viiiiv) for a change in the par value of the Common Stock; or (v) for accrued and unpaid interest.

Restrictions on Adjustments. xiii) Notwithstanding anything to the contrary in this ‎Article 4Section 6, the Exercise Price and the Warrant Share Number Shares issuable shall not be adjusted: (i) in the case of a Deemed Liquidation Event; (ii) upon the issuance of any other securities by the Company on or after the date the Warrants were first issued not contemplated by the Plan or upon the issuance of shares of Common Stock upon the exercise of such securities, other than in accordance with ‎Section 4.01; (iii) upon the issuance of any shares of Common Stock pursuant to the exercise of the Warrants; (iviii) upon the issuance of any shares of Common Stock or other securities of the Company issued in connection with a business combination, consolidation, merger, acquisition transaction, other than in accordance with ‎Section 4.01or joint venture transaction involving the Corporation or any of its subsidiaries; (viv) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan; (viv) upon the issuance of any shares of Common Stock or other securities (including options or any payments rights) pursuant to the Management Incentive Plan (as defined in the Plan) or any other present or future employee, director or consultant benefit plan or program of of, or assumed by by, the Company or any of the Company’s subsidiaries, and securities issued upon exercise or conversion of such options or other rights; (viivi) upon the issuance of any shares of Common Stock pursuant to any security of the Company not described otherwise in clause ‎(vi) of this subsection and outstanding as of the date the Warrants were first issued, or otherwise contemplated under the Plan; or (viiivii) for a change in the par value of the Common Stock.