Common use of Retroactive Adjustments Clause in Contracts

Retroactive Adjustments. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Pre-Funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive). If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Pre-Funded Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date. The relevant holder of such First Pre-Funded Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

Retroactive Adjustments. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Second Pre-Funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Second Pre-Funded Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive). If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Second Pre-funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Second Pre-Funded Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date. The relevant holder of such First Second Pre-Funded Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

Retroactive Adjustments. (a) If the Record Exercise Date is (i) before the relevant record date for a transaction giving rise any issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 1, (ii) before publication of the Exercise Ratio pursuant event leading to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Pre-Funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive). If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(aiii) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect before the relevant adjustment in respect to the Exercise Price becomes effective under section 1(b) of such transactionthis Schedule 1, and (iv) provided that the Issuer Shares will be delivered to the Warrantholder after the Record Date, the Company will deliver Issuer shall (conditional upon the relevant adjustment becoming effective) procure that there shall be issued to the relevant holder converting Warrantholder such an additional number of such First Pre-Funded Warrants such number (as determined by the Calculation Agent) of Issuer Shares or additional Shares cash amount (the “Additional SharesConsideration”), ) as, together with the number of Issuer Shares required delivered or to be delivered based and the cash amounts to be transferred, if applicable, on exercise of the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), relevant Warrant is equal to such number the consideration (in form of cash amounts or Issuer Shares as set out in sections 1(b) and 1(c) of this Schedule 1) which would have been required to be delivered had on exercise of the relevant Warrant if the relevant adjustment to the Exercise Ratio adjusted Price had in respect fact been made and become effective prior to the Exercise Date (the “Retroactive Adjustment”). (b) Without prejudice to the provisions of such transaction been Clauses 3 (Exercise of Warrants) and 4 (Completion), upon a Retroactive Adjustment becoming effective in effect on such Exercise Date. The relevant holder accordance with this section 3 of such First Pre-Funded Warrants will receive this Schedule 1, the delivery of the relevant Additional Shares Consideration shall be made within ten (i10) on or prior Business Days after the first date it is possible to calculate such adjustment but not earlier than the Record Date. Without prejudice to the Exercised Shares Delivery foregoing and to mandatory provisions of applicable law, in the event that an issue, sale, grant or offer leading to an adjustment pursuant to section 1 of this Schedule 1 is effected between the above Exercise Date or (ii) if and the number date of delivery of the relevant Additional Shares could not be determined by Consideration, the Calculation Agent in time for such delivery Issuer shall request a Independent Expert to determine the amount of the further consideration to be made on or prior to the Exercised Shares Delivery Warrantholder, whether in kind or in cash, so that the Warrantholder may be substantially treated as if it actually held the Additional Consideration on the Exercise Date, as soon as practicable after such determination is made.

Retroactive Adjustments. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Pre-Funded ABSA Warrants (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded ABSA Warrants will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive). If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded ABSA Warrants (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Pre-Funded ABSA Warrants such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date. The relevant holder of such First Pre-Funded ABSA Warrants will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

Retroactive Adjustments. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Warrant Shares required to be delivered pursuant to any exercise of First Pre-Funded Warrants Warrant (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded Warrants Warrant will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive)) as specified in the next paragraph. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Warrant Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded Warrants Warrant (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Pre-Funded Warrants Warrant such number (as determined by the Calculation Agent) Agent of additional Shares (the “Additional Shares”), as, together with the number of Warrant Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date. The relevant holder of such First Pre-Funded Warrants Warrant will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined as determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.

Retroactive Adjustments. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares required to be delivered pursuant to any exercise of First Pre-Funded Warrants PFWs (and whether such Record Date falls prior to, on or after the Exercise Date), the holder of such First Pre-Funded Warrants PFWs will have no right to participate in, and will have no right to indemnification in respect of, such transaction subject to their right to an adjustment of the Exercise Ratio until the delivery date of the Shares (exclusive)) as specific in the next paragraph. If the Record Date for a transaction giving rise to an adjustment of the Exercise Ratio pursuant to Condition 5(a) or Condition 10 occurs prior to the date of issuance of the Shares (other than Additional Shares) required to be delivered pursuant to any exercise of First Pre-funded Warrants PFWs (and whether such Record Date falls prior to, on or after the Exercise Date) in circumstances where the Exercise Ratio in effect as of the relevant Exercise Date does not reflect the relevant adjustment in respect of such transaction, the Company will deliver to the relevant holder of such First Pre-Funded Warrants PFWs such number (as determined by the Calculation Agent) of additional Shares (the “Additional Shares”), as, together with the number of Shares required to be delivered based on the Exercise Ratio in effect on the Exercise Date (including for this purpose any fraction of a Share not delivered pursuant to Condition 4), is equal to such number of Shares as would have been required to be delivered had the Exercise Ratio adjusted in respect of such transaction been in effect on such Exercise Date. The relevant holder of such First Pre-Funded Warrants PFWs will receive delivery of the Additional Shares (i) on or prior to the Exercised Shares Delivery Date or (ii) if the number of Additional Shares could not be determined by the Calculation Agent in time for such delivery to be made on or prior to the Exercised Shares Delivery Date, as soon as practicable after such determination is made.