Common use of Adjustment Due to Distribution Clause in Contracts

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerCompany’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s 's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, dividend by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders holder of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Parent shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerParent’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder Lender of this such Note shall be entitled, upon any conversion of this such Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder Lender with respect to the shares of Common Stock issuable upon such conversion had such Holder Lender been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the Borrower Closing Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “Distribution”"DISTRIBUTION"), then the Holder of this Note shall be entitled, upon any conversion exercise of this Note Warrant after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion exercise (without giving effect to the limitations contained in Article II.C) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, dividend or stock repurchase, by way of return of capital capital, or otherwise (including any dividend or distribution to the BorrowerCompany’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders holder of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.. Such assets shall be held in escrow by the Company pending any such conversion

Adjustment Due to Distribution. If If, at any time after the Borrower Closing Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “Distribution”"DISTRIBUTION"), then the Holder of this Note shall be entitled, upon any conversion exercise of this Note Warrant after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion exercise (without giving effect to the limitations contained in Article II.C.) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerCompany’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note the Series B Preferred Stock after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution. Such assets shall be held in escrow by the Company pending any such conversion.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such DistributionDistributio n, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s 's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “"Distribution”"), then the Holder of this Note Debenture shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the date hereof, the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note the Conversion Principal Amount after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder Holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the Borrower Closing Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion exercise of this Note Warrant after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion exercise (without giving effect to the limitations contained in Article II.C.) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If at any time on or after the Borrower Issue ------------------------------ Date the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion (without giving effect to the limitations contained in Article IV.C) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder Holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Company's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “"Distribution”"), then the Holder of this Note Debenture shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Class A Common Stock issuable upon such conversion had such Holder been the holder of such shares of Class A Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Maker shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock common stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerMaker’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock common stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock common stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Maker shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerMaker’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such the Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the Borrower Second Closing Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion exercise of this Note Warrant after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion exercise (without giving effect to the limitations contained in Article II.C.) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerCorporation’s shareholders stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the each Series A Holder of this Note shall be entitled, upon any conversion of this Note the Series A Preferred Stock after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the such Series A Holder with respect to the shares of Common Stock issuable upon such conversion had such Series A Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or ------------------------------ make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders 's stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “"Distribution”"), then the Holder holders of this Note Notes shall be entitled, upon any conversion of this Note Notes after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder holder with respect to the shares of Common Stock issuable upon such conversion had such Holder holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerCompany’s shareholders stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note Lender shall be entitled, upon any conversion of this Note after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder Lender with respect to the shares of Common Stock issuable upon such conversion had such Holder Lender been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s 's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.. Such assets shall be held in escrow by the Company pending any such conversion

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall Noteshall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the Borrower Issue Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder Holders of this Note the Notes shall be entitled, upon any conversion of this Note the Notes after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion (without giving effect to the limitations contained in Article III.D) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If If, at any time after the Borrower First Closing Date, the Corporation shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Corporation's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., i.e. a spin-off)) (a “"Distribution”"), then the Holder of this Note shall be entitled, upon any conversion exercise of this Note Warrant after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion exercise (without giving effect to the limitations contained in Article II.C.) had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the If, following an Event of Default, Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note Lender shall be entitled, upon any conversion of this Note Conversion after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder Lender with respect to the shares of Common Stock issuable upon such conversion Conversion had such Holder Lender been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or ------------------------------ make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock common stock as a partial liquidating dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s Company's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)subsidiary) (a “"Distribution”)") at any ------------ time, then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets (or rights) which would have been payable to the Holder had the Holder with respect to the shares of Common Stock common stock issuable upon such conversion had such Holder (without regard to any limitations on conversion or exercise herein or elsewhere contained) been the holder of such shares of Common Stock common stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note Debenture shall be entitled, upon any conversion of this Note Debenture after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders holder of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerCompany’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders stockholders entitled to such Distribution.

Adjustment Due to Distribution. If the Borrower Maker shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the BorrowerMaker’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such the Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.. PLAN AND AGREEMENT OF MERGER | PAGE 34

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock its shares as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock Shares issuable upon such conversion had such Holder been the holder of such shares of Common Stock Shares on the record date for the determination of shareholders entitled to such Distribution.. EXHIBIT A