Common use of Adjustment for Dividends and Distributions Clause in Contracts

Adjustment for Dividends and Distributions. (a) If the Company shall make, issue, declare, pay, distribute or set aside, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the common stock or any Common Stock Equivalents that is payable in (i) common stock or Common Stock Equivalents (other than issuances with respect to which adjustment is made under Section 4.1), (ii) property or assets or (iii) evidences of its indebtedness, then, and in each such case; (A) the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned above by (if there is no such date, then the date immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution) a fraction, the numerator of which shall be equal to the sum of (x) the total number of shares of common stock then outstanding multiplied by the Fair Market Value per share of the common stock on the record date mentioned below, minus (y) the Fair Market Value as of such record date of said shares of common stock or Common Stock Equivalents, properties, assets or evidences of indebtedness so made, issued, paid, distributed, declared or set aside, plus (z) in the case of the issuance or distribution of Common Stock Equivalents, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange of such Common Stock Equivalents, and the denominator of which shall be the total number of shares of common stock then outstanding multiplied by the Fair Market Value per share of common stock on the record date mentioned above (but in no event shall such fraction be greater than 1.0) and (B) the Exercise Quantity shall be adjusted to equal the number obtained by dividing (x) the Exercise Price in effect immediately prior to such dividend or distribution multiplied by the Exercise Quantity immediately prior to such dividend or distribution by (y) the Exercise Price resulting from the adjustment made pursuant to clause (A) above. Such adjustments shall be made whenever any such dividend or distribution is (or if there is no such record date, immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution) and shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (or if there is no such record date, immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution).

Adjustment for Dividends and Distributions. (a) If the Company shall make, issue, declare, pay, distribute or set aside, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution payable with respect to the common stock or any Common Stock Equivalents that is payable in (i) common stock or Common Stock Equivalents (other than issuances with respect to which adjustment is made under Section 4.1), (ii) property or assets or (iii) evidences of its indebtedness, then, and in each such case; (A) the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned above by (if there is no such date, then the date immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution) a fraction, the numerator of which shall be equal to the sum of (x) the total number of shares of common stock then outstanding multiplied by the Fair Market Value per share of the common stock on the record date mentioned below, minus (y) the Fair Market Value as of such record date of said shares of common stock or Common Stock Equivalents, properties, assets or evidences of indebtedness so made, issued, paid, distributed, declared or set aside, plus (z) in the case of the issuance or distribution of Common Stock Equivalents, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion, exercise or exchange of such Common Stock Equivalents, and the denominator of which shall be the total number of shares of common stock then outstanding multiplied by the Fair Market Value per share of common stock on the record date mentioned above (but in no event shall such fraction be greater than 1.0) and (B) the Exercise Quantity number of shares of Warrant Stock shall be adjusted to equal the number obtained by dividing (x) the Exercise Price in effect immediately prior to such dividend or distribution multiplied by the Exercise Quantity number of shares of Warrant Stock immediately prior to such dividend or distribution by (y) the Exercise Price resulting from the adjustment made pursuant to clause (A) above. Such adjustments shall be made whenever any such dividend or distribution is (or if there is no such record date, immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution) and shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (or if there is no such record date, immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution).