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). (b) In the event of a distribution by the Company of stock or other securities of a subsidiary or securities convertible or exchangeable into or exercisable for such stock, then in lieu of an adjustment in the Exercise Price, the Holder of this Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior to the record date set for such dividend or distribution, all subject to further adjustment as provided in this Warrant (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. (ai) If In the event the Company at any time or from time to time after the date hereof shall make, make or issue, declare, pay, distribute or set aside, or shall fix a record date for the determination of eligible holders of Common Shares entitled to receive, a dividend or other distribution payable with respect to on the common stock or any Common Stock Equivalents that is payable Shares in (i) common stock or additional Common Stock Equivalents (other than issuances with respect to which adjustment is made under Section 4.1)Shares, (ii) property or assets or (iii) evidences of its indebtedness, then, then and in each such case; (A) the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying event the Exercise Price in effect immediately prior to before such event shall be decreased as of the time of such issuance or, in the event such a record date mentioned above by (if there is no shall have been fixed, as of the close of business on such record date, by multiplying the Exercise Price then the date immediately prior to the date the Company makes, issues, pays, distributes or sets aside such dividend or distribution) in effect by a fraction, : (1) the numerator of which shall be equal to the sum of (x) the total number of shares of common stock then Common Shares issued and outstanding multiplied by immediately prior to the Fair Market Value per share of the common stock on the record date mentioned below, minus (y) the Fair Market Value as time 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 the close of Common Stock Equivalentsbusiness on such record date, 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 and (2) the denominator of which shall be the total number of shares of common stock then Common Shares issued and 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 time of such issuance or the close of business on such record date plus the Company makes, issues, pays, distributes or sets aside number of Common Shares issuable in payment of such dividend or distribution. Notwithstanding the foregoing, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions. (ii) and shall become effective immediately In the event the Company at any time or from time to time after the date hereof shall make or issue, or fix a record date for the determination of stockholders holders of Common Shares entitled to receive such receive, a dividend or other distribution (or if there is no such record date, immediately prior to the date payable in securities of the Company makes, issues, pays, distributes (other than a distribution of Common Shares in respect of outstanding Common Shares) or sets aside in other property and the provisions of clause (i) of this Section 6(c) do not apply to such dividend or distribution). (b) In , then and in each such event provision shall be made so that the event holder of a distribution by this Warrant shall receive upon exercise thereof, in addition to the Company Warrant Shares receivable thereupon, the kind and amount of stock securities of the Company, cash or other property which it would have been entitled to receive had this Warrant been exercised for Common Shares on the date of such event and had it thereafter, during the period from the date of such event to and including the date of exercise of this Warrant, retained such securities receivable by it as aforesaid during such period, giving application to all adjustments called for during such period under this subsection with respect to the rights of a subsidiary or securities convertible or exchangeable into or exercisable for such stock, then in lieu of an adjustment in the Exercise Price, the Holder of this Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior to the record date set for such dividend or distribution, all subject to further adjustment as provided in this Warrant (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). (b) In the event of a distribution by the Company of stock or other securities of a subsidiary or securities convertible or exchangeable into or exercisable for such stockstock (other than adjustments made under Section 4.2(a) or Section 4.3), then in lieu of an adjustment in the Exercise Price, the Holder of this Warrant, upon the exercise thereof at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, the stock or other securities to which such Holder would have been entitled if such Holder had exercised such Warrant immediately prior to the record date set for such dividend or distribution, all subject to further adjustment as provided in this Warrant (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).