Common use of Adjustment for Certain Distributions Clause in Contracts

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: 44 AC = CC x M – P M where: AC = the adjusted Conversion Price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08). M = the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 11.06 or 11.0911.07), the Conversion Price conversion price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P M where: AC = the adjusted Conversion Priceconversion price. CC = the Conversion Price conversion price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)Date. M = the Current Market Price current market price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P ----- M where: AC = the adjusted Conversion Price. CC = the current Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)Price. M = the Current Market Price current market price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “"Record Date”"). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the SecurityholdersHolders of the Securities, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder Holder of Securities shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P M where: AC = the adjusted Conversion Price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08). M = the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common GGD Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price conversion price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P ----- M where: 53 -47- AC = the adjusted Conversion Priceconversion price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)current conversion price. M = the Current Market Price current market price per share of Common GGD Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common GGD Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “"Record Date”"). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholdersholders of the Securities, upon conversion, will be entitled to receive, in addition to the shares of Common GGD Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common GGD Stock is equal to or greater than the Current Market Price current market price per share of the Common GGD Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder holder of Securities shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder holder would have received had such Holder holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock Ordinary Shares any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: 44 AC = CC x M – P M where: AC = the adjusted Conversion Price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)Date. M = the Current Market Price current market price per share of Common Stock Ordinary Shares on the Record Date (as defined in this Section 11.08). 56 P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common StockOrdinary Shares. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock Ordinary Shares into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock Ordinary Shares is equal to or greater than the Current Market Price current market price per share of the Common StockOrdinary Shares, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price conversion price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P --------- M where: AC = the adjusted Conversion Priceconversion price. CC = the Conversion Price conversion price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)Date. M = the Current Market Price current market price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “"Record Date”"). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price current market price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price shall be reduced in accordance with the following formula: 44 AC = CC x M – P M where: AC = the adjusted Conversion Price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08). M = the Current Market Price per share of Common Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “Record Date”). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholders, upon conversion, will be entitled to receive, in addition to the shares of Common Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price per share of the Common Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder would have received had such Holder converted each Security on the Record Date (as defined in this Section 11.08).

Adjustment for Certain Distributions. Subject to the last paragraph of this Section 11.08, if the Company distributes to all holders of its Common GGD Stock any cash, debt securities (or other evidences of indebtedness) or other assets (excluding dividends or distributions for which adjustment is required to be made under Sections 11.06, 11.07 or 11.09), the Conversion Price conversion price shall be reduced in accordance with the following formula: 44 AC = CC x M – - P ----- M where: AC = the adjusted Conversion Priceconversion price. CC = the Conversion Price in effect immediately prior to the close of business on the Record Date (as defined in this Section 11.08)current conversion price. M = the Current Market Price current market price per share of Common GGD Stock on the Record Date (as defined in this Section 11.08). P = the aggregate fair market value on the Record Date (as defined in this Section 11.08) (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the cash, debt securities (or other evidences of indebtedness) or other assets distributed applicable to one share of Common GGD Stock. The adjustment shall become effective immediately after the record date for the determination of stockholders Stockholders entitled to receive such distribution (for purposes of this Section 11.08 only, the “"Record Date”"). No adjustment will be made with respect to this Section 11.08 if, in lieu of such adjustment, the Securityholdersholders of the Securities, upon conversion, will be entitled to receive, in addition to the shares of Common GGD Stock into which such Securities are convertible, the kind and amount of cash, debt securities (or other evidences of indebtedness) or other assets comprising the distribution that such Holders holders would have received had they converted their Securities immediately prior to the Record Date (as defined in this Section 11.08). In addition, no adjustment will be made in the event that the then fair market value (as so determined) of the cash, debt securities (or other evidences of indebtedness) or other assets so distributed applicable to one share of Common GGD Stock is equal to or greater than the Current Market Price current market price per share of the Common GGD Stock, in which case, in lieu of such adjustment, adequate provision shall be made so that each Securityholder holder of Securities shall have the right to receive upon conversion the amount of cash, debt securities (or other evidences of indebtedness) or other assets such Holder holder would have received had such Holder holder converted each Security on the Record Date (as defined in this Section 11.08).