Common use of Adjustment for Change in Capital Stock Clause in Contracts

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii) subdivides the outstanding shares of Common Stock into a greater number of shares; (iii) combines the outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesDate, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article 10 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 1110.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the CD Common Stock payable exclusively in shares of CD Common Stock; (ii2) subdivides the outstanding shares of CD Common Stock into a greater number of shares; (iii3) combines the outstanding shares of CD Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the CD Common Stock in shares of its Capital Stock (other than CD Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the CD Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 10 with respect to the shares of CD Common Stock, on terms comparable to those applicable to the shares of CD Common Stock in this Article 1110.

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesDebentures, the Company: (i1) pays a dividend or makes another distribution to all holders of the Common Stock on the Common Stock payable exclusively in shares of Common Stock; (ii2) subdivides the outstanding shares of Common Stock into a greater number of sharesshares of Common Stock; (iii3) combines the outstanding shares of Common Stock into a smaller number of shares;shares Common Stock; or (iv4) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v) issues by reclassification distributions to all holders of the Common Stock any shares consisting of its Capital Stock of the Company (other than Common Stock or rightsthose rights and warrants referred to in Section 15.11 relating to stockholders rights plans), warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security Debenture thereafter converted may will receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security Debenture immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security Debenture upon conversion of such Security Debenture may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article Fifteen with respect to the shares of Common Stock, on terms comparable to those applicable to the shares of Common Stock in this Article 11Fifteen.

Adjustment for Change in Capital Stock. If, after the ---------------------------------------------------- Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock or other Capital Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii2) subdivides the outstanding shares of Common Stock into a greater number of shares; (iii3) combines the outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article X with respect to the shares of Common Stock, on terms comparable to those applicable to the shares of Common Stock in this Article 11.X.

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesDate, whether or not such Ordinary Shares are represented by ADSs, the CompanyGuarantor: (i1) pays a dividend or makes another a distribution on the Common Stock its Ordinary Shares payable exclusively in shares of Common StockOrdinary Shares; (ii2) subdivides the its outstanding shares of Common Stock Ordinary Shares into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock Ordinary Shares into a smaller number of shares; (iv4) pays a dividend or makes a distribution to all or substantially all holders of its Ordinary Shares on the Common Stock its Ordinary Shares in shares of its Capital Stock (other than Common Stock ADSs or Ordinary Shares or rights, warrants or options to subscribe for or purchase its Capital Stock); or (v5) issues by reclassification of the Common Stock its Ordinary Shares any shares of its Capital Stock (other than Common Stock or rights, warrants or options to subscribe for or purchase its Capital Stock); , then the conversion privilege and the Conversion Price Ratio in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares Ordinary Shares (or ADSs) or other units of Capital Stock of the Company Guarantor which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the CompanyGuarantor, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Ratio shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article 18 with respect to the Ordinary Shares, on terms comparable to those applicable to the Common Stock Ordinary Shares in this Article 1118.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, If the Company: (i1) pays issues any shares of its capital stock as a dividend (or makes another distribution other distribution) on the Common Stock payable exclusively in shares of Common its GGD Stock; (ii2) subdivides the its outstanding shares of Common GGD Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common GGD Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the Common its GGD Stock any shares of its Capital Stock (other than Common Stock or rightscapital stock, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may will receive the number of shares of Capital Stock capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a Holder of the number of shares of GGD Stock into which such Holder would Security might have owned immediately following such action if such Holder had been converted the Security immediately prior to such action, with the aggregate conversion price to be divided evenly among the shares to be issued upon conversion thereof. The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock capital stock of the CompanyCompany upon conversion of such Security, the Company shall determine the allocation of the adjusted Conversion Price conversion price between or among such classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Price conversion price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common GGD Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the -------------------------------------- Issue Date of the 2001 Convertible Securities, the Company: (i) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii) subdivides the outstanding shares of Common Stock into a greater number of shares; (iii) combines the outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a 2001 Convertible Security thereafter converted may receive the number of shares of Common Stock or Capital Stock Stock, as the case may be, of the Company which that such Holder would have owned immediately following such action if such Holder had converted the 2001 Convertible Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a 2001 Convertible Security upon conversion of such 2001 Convertible Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article Seven with respect to the shares of Common Stock, on terms comparable to those applicable to the shares of Common Stock in this Article 11Seven.

Adjustment for Change in Capital Stock. IfSubject to Section 11.21(d), if, after the Issue Date of the Securities, the CompanyIssuer or the Trust: (i1) pays a dividend or makes another a distribution on its Shares (or any component of the Common Stock Shares) payable exclusively in shares of Common StockShares; (ii2) subdivides its outstanding Shares (or any component of the outstanding shares of Common Stock Shares) into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock Shares into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the Common Stock its Shares payable in shares of its Capital Stock (other than Common Stock Shares or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of its Shares (or any component of the Common Stock Shares) any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Shares and/or Capital Stock of the Company Issuer which such Holder would have owned immediately following such action if such Holder had converted the Security into Shares immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the CompanyStock, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Shares, on terms comparable to those applicable to the Common Stock Shares in this Article 11.

Adjustment for Change in Capital Stock. If, after the ----------------------------------------------------- Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, If the Company: (i1) pays issues any shares of its capital stock as a dividend (or makes another distribution other distribution) on the Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of sharesshares of Common Stock; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rightscapital stock, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may will receive the number of shares of Capital Stock capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a Holder of the number of shares of Common Stock into which such Holder would Security might have owned immediately following such action if such Holder had been converted the Security immediately prior to such action, with the aggregate conversion price to be divided evenly among the shares to be issued upon conversion thereof. The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock capital stock of the CompanyCompany upon conversion of such Security, the Company shall determine the allocation of the adjusted Conversion Price conversion price between or among such classes or series of Capital Stockcapital stock based on a good faith estimate of the relative fair market values as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee. After such allocation, the conversion privilege and the Conversion Price conversion price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (ia) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (iib) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiic) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivd) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (ve) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive in cash and Capital Stock the value of the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. IfSubject to Section 11.21(d), if, after the Issue Date of the Securities, the CompanyIssuer or the Trust: (i1) pays a dividend or makes another a distribution on its Shares (or any component of the Common Stock Shares) payable exclusively in shares of Common Stock;Shares; 68 (ii2) subdivides its outstanding Shares (or any component of the outstanding shares of Common Stock Shares) into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock Shares into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the Common Stock its Shares payable in shares of its Capital Stock (other than Common Stock Shares or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of its Shares (or any component of the Common Stock Shares) any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Shares and/or Capital Stock of the Company Issuer which such Holder would have owned immediately following such action if such Holder had converted the Security into Shares immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the CompanyStock, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Shares, on terms comparable to those applicable to the Common Stock Shares in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company, or in the case of (4) below, any Subsidiary of the Company: (i1) pays a dividend or makes another distribution on to all holders of the Common Stock Company's Ordinary Shares payable exclusively in shares of Common StockOrdinary Shares on the Company's Ordinary Shares; (ii2) subdivides the outstanding shares of Common Stock Ordinary Shares into a greater number of shares; (iii3) combines the outstanding shares of Common Stock Ordinary Shares into a smaller number of shares;; or (iv4) pays a dividend or makes a another distribution on to all holders of the Common Stock in shares Company's Ordinary Shares consisting of its Capital Stock the Company's debt, securities or assets or certain rights to purchase the Company's securities (other than Common Stock Ordinary Shares or rights, warrants or options for its Capital Stockreferred to in Section 10.7 and dividends on other distributions paid exclusively in cash); or (v) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action; provided, however, that no adjustment shall be made pursuant to clause (4) if all the Holders of the Securities may participate. The adjustment shall become effective immediately after the record date in the case of a dividend dividend, distribution or distribution subdivision and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article X with respect to the Ordinary Shares, on terms comparable to those applicable to the Common Stock Ordinary Shares in this Article 11.X.

Adjustment for Change in Capital Stock. IfExcept as provided in Paragraph 4 (p) below, after if the Issue Date of the Securities, the Company: Company shall (i) pays declare a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii) combines the outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock capital stock, (other than ii) subdivide its outstanding Common Stock Stock, or rights, warrants or options for its Capital Stock); or (viii) issues by reclassification of the Common Stock issue any shares of its Capital capital stock by reclassification of its Common Stock (other than Common Stock including any such reclassification in connection with a consolidation or rightsmerger in which the Company is the continuing corporation), warrants or options for its Capital Stock); then in each such case the conversion privilege and the Conversion Warrant Price in effect immediately prior to such action shall be adjusted so that if this Warrant is thereafter exercised, the Holder of a Security thereafter converted may receive the number and kind of shares of Capital Stock of the Company which such Holder it would have owned immediately following such action if such Holder it had converted the Security exercised this Warrant immediately prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If after an adjustment a the Holder upon exercise of a Security upon conversion of such Security this Warrant may receive shares of two or more classes of Capital Stock capital stock of the Company, the Company Company's Board of Directors, in good faith, shall determine the allocation of the adjusted Conversion Warrant Price between or among such the classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Warrant Price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11.Section 4. Redeemable Common Stock Purchase Warrant-$0.90 issued by Digital Power Corporation

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesNotes, the Company: (iA) pays a dividend or makes another a distribution on the its Common Stock payable exclusively stock in shares of its Common Stockstock; (iiB) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiiC) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivD) pays a dividend or makes a distribution on the its Common Stock stock in shares of its Capital Stock capital stock (other than Common Stock or rights, warrants or options for its Capital Stockcapital stock); or (vE) issues by reclassification of the its Common Stock any shares of its Capital Stock stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security Note thereafter converted may receive the number of shares of Capital Stock stock of the Company (or the cash equivalent thereof) which such Holder would have owned immediately following such action if such Holder had converted the Security Note immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security Note upon conversion of such Security Note may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of, capital Stock as is contemplated by this Article Thirteen with respect to the common Stock on terms comparable to those applicable to the Common Stock in this Article 11Thirteen.

Adjustment for Change in Capital Stock. If, after the -------------------------------------- Issue Date of the SecuritiesDate, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article X with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.X.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Class A Common Stock payable exclusively in shares of its Class A Common Stock; (ii2) subdivides the its outstanding shares of Class A Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Class A Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Class A Common Stock in shares of its Capital Stock (other than Class A Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Class A Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Class A Common Stock, on -- terms comparable to those applicable to the Class A Common Stock in this Article 11.. --

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company, or in the case of (4) below, any Subsidiary of the Company: (i1) pays a dividend or makes another distribution on to all holders of the Common Stock Company's Ordinary Shares payable exclusively in shares of Common StockOrdinary Shares on the Company's Ordinary Shares; (ii2) subdivides the outstanding shares of Common Stock Ordinary Shares into a greater number of shares; (iii3) combines the outstanding shares of Common Stock Ordinary Shares into a smaller number of shares;; or (iv4) pays a dividend or makes a another distribution on to all holders of the Common Stock in shares Company's Ordinary Shares consisting of its Capital Stock the Company's debt, securities or assets or certain rights to purchase the Company's securities (other than Common Stock Ordinary Shares or rights, warrants or options for its Capital Stockreferred to in Section 12.7 and dividends and other distributions paid exclusively in cash); or (v) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action; provided, however, that no adjustment shall be made pursuant to clause (4) if all the Holders of the Securities may participate. The adjustment shall become effective immediately after the record date in the case of a dividend dividend, distribution or distribution subdivision and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article XII with respect to the Ordinary Shares, on terms comparable to those applicable to the Common Stock Ordinary Shares in this Article 11XII.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. IfExcept as provided in Subsection 4(c) below, after if the Issue Date of the Securities, the Company: Company shall (i) pays declare a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii) combines the outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock capital stock, (other than ii) subdivide its outstanding Common Stock Stock, or rights, warrants or options for its Capital Stock); or (viii) issues by reclassification of the Common Stock issue any shares of its Capital capital stock by reclassification of its Common Stock (other than Common Stock including any such reclassification in connection with a consolidation or rightsmerger in which the Company is the continuing corporation), warrants or options for its Capital Stock); then in each such case the conversion privilege and the Conversion Warrant Price in effect immediately prior to such action shall be adjusted so that if this Warrant is thereafter exercised, the Holder of a Security thereafter converted may receive the number and kind of shares of Capital Stock of the Company which such Holder it would have owned immediately following such action if such Holder it had converted the Security exercised this Warrant immediately prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination subdivision or reclassification. If after an adjustment a the Holder upon exercise of a Security upon conversion of such Security this Warrant may receive shares of two or more classes of Capital Stock capital stock of the Company, the Company Company’s Board of Directors, in good faith, shall determine the allocation of the adjusted Conversion Warrant Price between or among such the classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Warrant Price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11.Section 4. Common Stock Warrant Issued by Mateon Therapeutics, Inc.

Adjustment for Change in Capital Stock. If, after the Issue --------------------------------------- Date of the Securities, the Company: (ia) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock or shares of other Capital Stock; (iib) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiic) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (vd) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); (e) makes a distribution to all holders of its Common Stock rights to Purchase its Common Stock for a period expiring within 60 days at less than the sale price at the time of the distribution; or (f) makes a distribution to the holders of its Common Stock of its assets or debt securities or certain rights to purchase the Securities (excluding cash dividends or other Cash Distributions from current or retained earnings other than Extraordinary Cash Dividends); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, If the Company: (i1) pays issues any shares of its capital stock as a dividend (or makes another distribution other distribution) on the Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the its Common Stock any shares of its Capital Stock capital stock, (other than excluding in the case of (1) through (4) above the two-for-one stock split of the Common Stock or rightseffective May 30, warrants or options for its Capital Stock); 2001) then the conversion privilege and the Conversion Price conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may will receive the number of shares of Capital Stock capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a holder of the number of shares of Common Stock into which such Holder would Security might have owned immediately following such action if such Holder had been converted the Security immediately prior to such action, with the aggregate conversion price to be divided evenly among the shares to be issued upon conversion thereof. The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock capital stock of the CompanyCompany upon conversion of such Security, the Company shall determine the allocation of the adjusted Conversion Price conversion price between or among such classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Price conversion price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the -------------------------------------- Issue Date of the SecuritiesDate, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (ia) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock or other Capital Stock; (iib) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiic) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivd) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (ve) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesNotes, the Company: (i1) pays a dividend or makes another a distribution on the Common Stock payable exclusively its Class A common stock in shares of Common Stockits Class A common stock; (ii2) subdivides the its outstanding shares of Common Stock Class A common stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock Class A common stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the Common Stock its Class A common stock in shares of its Capital Stock (other than Common Stock Class A common stock or rights, warrants or options for its Capital Stock); or; (v5) issues by reclassification of the Common Stock its Class A common stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , or then the conversion privilege privilege, Conversion Price and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security Note thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security Note immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security Note upon conversion of such Security Note may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article Four with respect to the Class A common stock, on terms comparable to those applicable to the Common Stock Class A common stock in this Article 11Four.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Class A Common Stock payable exclusively in shares of its Class A Common Stock; (ii2) subdivides the its outstanding shares of Class A Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Class A Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Class A Common Stock in shares of its Capital Stock (other than Class A Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Class A Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Class A Common Stock, on terms comparable to those applicable to the Class A Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after -------------------------------------- the Issue Date of the SecuritiesNotes, the Company: (i) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii) subdivides the outstanding shares of Common Stock into a greater number of shares; (iii) combines the outstanding shares of Common Stock into a smaller number of shares; (iv1) pays a dividend or makes a distribution on its Shares (or any component of the Common Stock Shares) payable in shares Shares of its Capital Stock; (2) subdivides its outstanding Shares (or any component of the Shares) into a greater number of Shares; (3) combines its outstanding Shares into a smaller number of Shares; (4) pays a dividend or makes a distribution on its Shares payable in Shares of its Capital Stock (other than Common Stock Shares or rights, warrants or options for its Capital Stock); orand (v5) issues by reclassification of its Shares (or any component of the Common Stock Shares) any shares of its Capital Stock Shares (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security Note thereafter converted may receive the number of shares of Shares and/or Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security Note into Shares immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security Note upon conversion of such Security Note may receive shares Shares of two or more classes of Capital Stock of the CompanyStock, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Shares, on terms comparable to those applicable to the Common Stock Shares in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Class B Common Stock payable exclusively in shares of its Class B Common Stock; (ii2) subdivides the its outstanding shares of Class B Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Class B Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Class B Common Stock in shares of its Capital Stock (other than Class B Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Class B Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Class B Common Stock, on terms comparable to those applicable to the Class B Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Class A Common Stock payable exclusively in shares of its Class A Common Stock; (ii2) subdivides the its outstanding shares of Class A Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Class A Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Class A Common Stock in shares of its Capital Stock (other than Class A Common Stock or rights, warrants warrants, or options for its Capital Stock); or (v5) issues by reclassification of the its Class A Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants warrants, or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article 11 with respect to the Class A Common Stock, on terms comparable to those applicable to the Class A Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the SecuritiesDate, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article XI with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11XI.

Adjustment for Change in Capital Stock. 77- If, after the Issue Date of the SecuritiesDate, the Company: (iA) pays a dividend or makes another a distribution on the its Common Stock payable exclusively stock in shares of its Common Stock; (iiB) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiiC) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivD) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (vE) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege privilege, the Conversion Price and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security Note thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security Note immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security Note upon conversion of such Security Note may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of, Capital Stock as is contemplated by this Article Thirteen with respect to the Common Stock on terms comparable to those applicable to the Common Stock in this Article 11Thirteen.

Adjustment for Change in Capital Stock. If, after the ----------------------------------------------------- Issue Date of the Securities, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock or other Capital Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, If the Company: (i1) pays issues any shares of its capital stock as a dividend (or makes another distribution other distribution) on the Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rightscapital stock, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may will receive the number of shares of Capital Stock capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a holder of the number of shares of Common Stock into which such Holder would Security might have owned immediately following such action if such Holder had been converted the Security immediately prior to such action, with the aggregate Conversion Price to be divided evenly among the shares to be issued upon conversion thereof. The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock capital stock of the CompanyCompany upon conversion of such Security, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the CompanyIf TWG: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (capital stock other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rightscapital stock, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock capital stock of the Company TWG which such Holder he would have owned immediately following such action if such Holder he had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security it may receive shares of two or more classes of Capital Stock capital stock of the CompanyTWG, the Company TWG shall determine the allocation of the adjusted Conversion Price conversion price between or among such the classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Price conversion price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (ia) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (iib) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiic) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivd) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock referred to in (a) above or rights, warrants or options for its Capital Stockreferred to in Section 16.07); or (ve) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stockreferred to in Section 16.07); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article XVI with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11XVI.

Adjustment for Change in Capital Stock. If, after the -------------------------------------- Issue Date of the SecuritiesDate, the Company: (i1) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion conver sion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article XI with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11XI.

Adjustment for Change in Capital Stock. If, after the -------------------------------------- Issue Date of the SecuritiesDate, the Company: (ia) pays a dividend or makes another a distribution on the its Common Stock payable exclusively in shares of its Common Stock; (iib) subdivides the its outstanding shares of Common Stock into a greater number of shares; (iiic) combines the its outstanding shares of Common Stock into a smaller number of shares; (ivd) pays a dividend or makes a distribution on the its Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (ve) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes or series of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of Capital Stock as is contemplated by this Article with respect to the Common Stock, on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, If the Company: (i1) pays issues any shares of its capital stock as a dividend (or makes another distribution other distribution) on the Common Stock payable exclusively in shares of Common Stock; (ii2) subdivides the its outstanding shares of Common Stock into a greater number of sharesshares of Common Stock; (iii3) combines the its outstanding shares of Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rightscapital stock, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price conversion price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may will receive the number of shares of Capital Stock capital stock of the Company that would have been received (and if there is more than one class or series of such capital stock, then shares of each class or series in the same proportions that would have been received) upon consummation of such action by a Holder of the number of shares of Common Stock into which such Holder would Security might have owned immediately following such action if such Holder had been converted the Security immediately prior to such action, with the aggregate conversion price to be divided evenly among the shares to be issued upon conversion thereof. The adjustment described in the preceding paragraph shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If If, after an adjustment adjustment, a Holder of a Security upon conversion of such Security may receive shares of two or more classes or series of Capital Stock capital stock of the CompanyCompany upon conversion of such Security, the Company shall determine the allocation of the adjusted Conversion Price conversion price between or among such classes or series of Capital Stockcapital stock. After such allocation, the conversion privilege and the Conversion Price conversion price of each class of Capital Stock capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11Article.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another distribution on to all holders of the its Common Stock payable exclusively in shares of its Common Stock; (ii2) subdivides the outstanding shares of its Common Stock into a greater number of sharesshares of Common Stock; (iii3) combines the outstanding shares of its Common Stock into a smaller number of shares; (iv) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v4) issues by reclassification of the its Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); , then the conversion privilege and the Conversion Price Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder sucx Xxxxer had converted the Security immediately prior to the record date for such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock as is contemplated by this Article X with respect to the shares of Common Stock, on terms comparable to those applicable to the shares of Common Stock in this Article 11.X.

Adjustment for Change in Capital Stock. If, after the Issue Date of the Securities, the Company: (i1) pays a dividend or makes another distribution on the Common Stock payable exclusively in shares of Common Stock; (ii2) subdivides the outstanding shares of Common Stock into a greater number of shares; (iii3) combines the outstanding shares of Common Stock into a smaller number of shares; (iv4) pays a dividend or makes a distribution on the Common Stock in shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); or (v5) issues by reclassification of the Common Stock any shares of its Capital Stock (other than Common Stock or rights, warrants or options for its Capital Stock); then the conversion privilege and the Conversion Price in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares of Capital Stock of the Company which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment a Holder of a Security upon conversion of such Security may receive shares of two or more classes of Capital Stock of the Company, the Company shall determine the allocation of the adjusted Conversion Price between or among such classes or series of Capital Stock. After such allocation, the conversion privilege and the Conversion Price of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to the Common Stock in this Article 11.