Common use of Adjustment Due to Major Announcement Clause in Contracts

Adjustment Due to Major Announcement. If, prior to the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, the Corporation (i) makes a public announcement that it intends to enter into a Change of Control Transaction or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Common Stock (each such announcement being referred to herein as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest of (x) the Market Price for the Common Stock on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (z) the Conversion Price in effect on the applicable Conversion Date. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, event the Corporation (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged and there is no distribution thereof) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of any class of the Common Stock Corporation's capital stock (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph B is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and or the Abandonment Date (as defined below), be equal to the lowest lesser of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Price determined in effect accordance with Article III.D on the applicable Conversion Date set forth in the Notice of Conversion for the Optional Conversion. From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article IV. "Abandonment DateABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph B has been made, the date which is seven trading days after the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph B to become operative.

Adjustment Due to Major Announcement. If, prior to the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, If the Corporation (i) makes a ------------------------------------ public announcement that it intends to enter into a Change of Control Transaction (as defined below) or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Common Stock (each such announcement being referred to herein as a "Major Announcement" and the date on which a Major ------------------ Announcement is made, the "Announcement Date"), then, in the event that the a Holder ----------------- seeks to convert this Debenture Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the third fifth (3rd5th) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest of (x) the Market Conversion Price for the Common Stock in effect on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Market Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (z) the Conversion Price that would otherwise be in effect on the applicable Conversion DateDate for such Preferred Shares. "Abandonment Date" means with respect to any proposed transaction or tender ---------------- offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e6(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e6(e) to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time after the Corporation Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change migratory merger effected solely for the purpose of Control Transaction changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in then the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the third sixth (3rd6th) Business Day trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Exercise Price which would have been applicable for the Common Stock an exercise occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Exercise Price determined in effect accordance with Article I.D. on the Exercise Date set forth in the applicable Conversion DateNotice of Exercise. "From and after the sixth (6th) trading day following the Abandonment Date, the Exercise Price shall be determined as set forth in Article I.D. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, event the Corporation (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph A is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest lesser of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Price in effect which would have been applicable for an Optional Conversion occurring on the applicable Conversion Date. "From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph A has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph A to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time after the Corporation Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change migratory merger effected solely for the purpose of Control Transaction changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in then the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the third sixth (3rd6th) Business Day trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Exercise Price which would have been applicable for the Common Stock an exercise occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Exercise Price determined in effect accordance with Article I.D on the Exercise Date set forth in the applicable Conversion DateNotice of Exercise. "From and after the sixth (6th) trading day following the Abandonment Date, the Exercise Price shall be determined as set forth in Article I.D "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, event the Corporation (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph B is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date. From and after the Abandonment Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (z) the Conversion Price shall be determined as set forth in effect on the applicable Conversion Date. Article III.F "Abandonment DateABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph B has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph B to become operative.

Adjustment Due to Major Announcement. If, prior to the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, If the Corporation (i) makes a public announcement that it intends to enter into a Change of Control Transaction (as defined below) or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Common Stock (each such announcement being referred to herein as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in the event that the a Holder seeks to convert this Debenture Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market average Conversion Price for the Common Stock on the Trading Day immediately preceding five (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (35) Trading Days immediately following preceding (but not including) the Announcement Date and (zy) the Conversion Price in effect on the applicable Conversion DateDate for such Preferred Shares. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e5(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e3(e) to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at ------------------------------------ any time after the Corporation First Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day tenth trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Price determined in effect accordance with Article II.E on the applicable Conversion Date set forth in the Notice of Conversion for the Optional Conversion. From and after the tenth trading day following the Abandonment Date. , the Conversion Price shall be determined as set forth in Article II.E. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time after the Corporation Second Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change migratory merger effected solely for the purpose of Control Transaction changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in then the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the third sixth (3rd6th) Business Day trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Exercise Price which would have been applicable for the Common Stock an exercise occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Exercise Price determined in effect accordance with Article I.E. on the Exercise Date set forth in the applicable Conversion Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date. , the Exercise Price shall be determined as set forth in Article I.E. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time after the Corporation First Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change migratory merger effected solely for the purpose of Control Transaction changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in then the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the third sixth (3rd6th) Business Day trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Exercise Price which would have been applicable for the Common Stock an exercise occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Exercise Price determined in effect accordance with Article I.E. on the Exercise Date set forth in the applicable Conversion Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date. , the Exercise Price shall be determined as set forth in Article I.E. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, If the Corporation (i) makes a public announcement that it intends to enter into a Change of Control Transaction (as defined below) or (ii) any person, group or entity (including the Corporation, but excluding a Holder or any affiliate of a Holder) publicly announces a bona fide tender offer, exchange offer or other transaction to purchase 50% or more of the Common Stock (each such announcement being referred to herein as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in the event that the a Holder seeks to convert this Debenture Series C Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market average Closing Sale Price for the Common Stock on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) five Trading Days immediately following preceding (but not including) the Announcement Date and (zy) the Conversion Price in effect on the applicable Conversion DateDate for such Series C Preferred Shares (regardless of whether the Announcement Date occurs during the Fixed Conversion Price Period). "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(eParagraph (e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(eParagraph (e) to become operative. In the event of a Major Announcement, the restrictions contained in paragraph 4(c) shall not apply during the period from the Announcement Date until the Abandonment Date.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time after the Corporation Issue Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or through any other method (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement Date"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day tenth trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Price determined in effect accordance with Article II.D on the applicable Conversion Date set forth in the Notice of Conversion for the Optional Conversion. From and after the tenth trading day following the Abandonment Date. , the Conversion Price shall be determined as set forth in Article II.D. "Abandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of event the entire principal amount of this Debenture, or payment in full of all amounts payable by Company at any time after the Corporation hereunder, the Corporation First Issuance Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Company is the surviving or continuing entity and its share capital is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Company or (ii) any person, group or entity (including the CorporationCompany) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Common Stock Company's Ordinary Shares (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph C is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, then the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day seventh trading day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other another transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Conversion Price which would have been applicable for the Common Stock an Optional Conversion occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Price determined in effect accordance with Section III.C on the applicable Conversion Date set forth in the Notice of Conversion for the Optional Conversion. From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article IV. "Abandonment DateABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other another transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph C has been made, the date upon which the Corporation Company (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this paragraph 4(e) Paragraph C to become operative.

Adjustment Due to Major Announcement. If, prior to In the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by event the Corporation hereunder, at any time on or after the Corporation Closing Date (i) makes a public announcement that it intends to enter into consolidate or merge with any other entity (other than a Change merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of Control Transaction the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other another transaction to purchase 50% or more of the Corporation's Common Stock (each such the date of the announcement being referred to herein in clause (i) or (ii) of this Paragraph B is hereinafter referred to as a "Major Announcement" and the date on which a Major Announcement is made, the "Announcement DateANNOUNCEMENT DATE"), then, in then the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and or the Abandonment Date (as defined below), be equal to the lowest lower of (x) the Market Exercise Price which would have been applicable for the Common Stock an exercise occurring on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (zy) the Conversion Exercise Price determined in effect accordance with Article I.E on the Exercise Date set forth in the applicable Conversion DateNotice of Exercise. "From and after the consummation of the proposed transaction or tender offer, exchange offer or other transaction or the Abandonment Date, the Exercise Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this paragraph 4(e) Paragraph B has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another other transaction which caused this paragraph 4(e) Paragraph B to become operative.