Common use of Adjustment for Other Distribution Clause in Contracts

Adjustment for Other Distribution. Subject to Subsection 12(a), if the Company distributes to all holders of its Membership Interests (i) any evidences of indebtedness of the Company, (ii) any assets of the Company (excluding cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the Indenture), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E(1) = (E x M) ------- M - F where: E(1) = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination of any such distribution. M = the Current Market Value per Membership Interests on the record date mentioned below. F = the fair market value on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect of each Membership Interests. Adjustments pursuant to this Subsection 12(c) shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this Subsection 12(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount of Membership Interests outstanding on the record date. Notwithstanding the foregoing provisions of this Subsection

Adjustment for Other Distribution. Subject to Subsection 12(a), if the Company Partnership distributes to all holders of its Membership LP Partnership Interests (i) any evidences of indebtedness of the CompanyPartnership, (ii) any assets of the Company Partnership (excluding cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the IndentureDistribution), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the CompanyPartnership, the Exercise Rate shall be adjusted in accordance with the formula: E(1) = (E x M) ------- M ----- M - F where: E(1) = the adjusted Exercise Rate. E = the Exercise Rate immediately prior to the Time of Determination of any such distribution. M = the Current Market Value per Membership Interests LP Partnership Interest on the record date mentioned below. F = the fair market value on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect of each Membership InterestsLP Partnership Interest. Adjustments pursuant to this Subsection 12(c) shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership partnership interests of the Company Partnership entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this Subsection 12(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount of Membership LP Partnership Interests outstanding on the record date. Notwithstanding the foregoing provisions of this SubsectionSubsection 12(c), (x) an event which would otherwise give rise to an adjustment pursuant to this Subsection 12(c) shall not give rise to such an adjustment if the Partnership includes the holders of the Warrants in such distribution pro rata to all LP Partnership Interests issued and outstanding after giving effect to the LP Warrant Partnership Interests as if they were issued and outstanding and (y) no adjustment shall be made pursuant to this Subsection 12(c) with respect to cash distributions other than Extraordinary Cash Distributions. This Subsection 12(c) does not apply to rights, options or warrants referred to in Subsection 12(b).

Adjustment for Other Distribution. Subject to Subsection 12(a), if If the Company distributes to all holders of its Membership Interests Common Stock (i) capital stock (other than Common Stock) or any evidences of indebtedness of the CompanyCompany or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (excluding other than cash dividends or other cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the IndentureDividend), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E(1) E' = (E x M) ------- M ----- M - F where: E(1) : E' = the adjusted Exercise Rate. E = the current Exercise Rate immediately prior to on the Time of Determination of any such distributionrecord date mentioned below. M = the Current Market Value per Membership Interests share of Common Stock on the record date mentioned below. F = the fair market value on the record date mentioned below of the capital stock, indebtedness, assets, rights, options or warrants distributable in respect of each Membership Interestsone share of Common Stock. Adjustments pursuant to this Subsection 12(c) The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company stockholders entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this Subsection 12(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount the number of Membership Interests shares of Common Stock outstanding on the record date. Notwithstanding the foregoing provisions This subsection does not apply to rights, options or warrants referred to in subsection (b) of this SubsectionSection 12.

Adjustment for Other Distribution. Subject to Subsection 12(a), if (A) If the Company distributes to all holders of its Membership Interests Common Stock cash, debt securities or other assets (i) any including other evidences of indebtedness of the Company, (ii) any assets of the Company (excluding cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the Indentureindebtedness), or (iii) any rights, options or warrants except to acquire any the extent paid out of Consolidated Net Income for the foregoing or to acquire any other securities immediately preceding fiscal year of the Company, the Exercise Rate Conversion Price shall be adjusted in accordance with the formula: E(1AC = CC x (M x N) = - P M x (E x MN - T) ------- M - F where: E(1) : AC = the adjusted Exercise RateConversion Price. E CC = the Exercise Rate immediately prior to the Time of Determination of any such distributioncurrent Conversion Price. M = the Current Market Value current market price per Membership Interests share of Common Stock (as defined in Section 6.7) on the record date mentioned belowfor the determination of shareholders entitled to receive the distribution. F P = the aggregate fair market value on the record date mentioned below for the determination of shareholders entitled to receive the distribution (as determined by the Board of Directors and set forth in a certified resolution filed with the Trustee) of the indebtednesscash, assets, rights, options debt securities or warrants distributable other assets distributed (or deemed to be distributed) to holders of Common Stock. N = the number of shares of Common Stock outstand- ing (including any shares referred to in respect the definition of each Membership InterestsT below but excluding any other treasury shares) at the close of business on the record date for the determination of shareholders entitled to receive the distribution. Adjustments T = in the case of a deemed distribution pursuant to this Subsection 12(csubsection (B) shall be made successively whenever below, the number of shares of Common Stock purchased by the Company in connection with such deemed distribution, and in any such distribution is made and other case, zero. The adjustment shall become effective effective, in the case of a deemed distribution pursuant to subsection (B), immediately after the expiration date of the cash tender offer that results in such deemed distribution, and in any other case, immediately after the record date for the determination of holders of membership interests of the Company shareholders entitled to receive the distribution. If an adjustment is made . (B) For purposes of this Section 6.6, a purchase of Common Stock by the Company pursuant to clause (iii) above a cash tender offer to all holders of this Subsection 12(c) as Common Stock shall be deemed to be a result distribution to all holders of Common Stock of cash in an amount equal to the issuance of rightsaggregate purchase price thereof, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants distribution shall be deemed to have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value made on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount of Membership Interests outstanding on the record date. Notwithstanding the foregoing provisions of this Subsectioncash tender offer expires.

Adjustment for Other Distribution. Subject to Subsection 12(a), if If the Company distributes as --------------------------------- a dividend to all holders any holder of its Membership Interests Common Stock or any Affiliate of such holder (i) any evidences of indebtedness of the CompanyCompany or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (excluding other than cash dividends or other cash distributions or distributions from current or retained earnings other than any that do not constitute an Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the IndentureDividend), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E(1) E' = (E x M) ------- M ------ M - F and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: EP' = EP x E - E' where: E(1) : E' = the adjusted Exercise Rate. E = the current Exercise Rate immediately prior on the record date referred to in this paragraph (c) below. EP' = the Time of Determination of any such distributionadjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per Membership Interests share of Common Stock on the record date mentioned referred to in this paragraph (c) below. F = the fair market value (as determined in good faith by the Company's board of directors) on the record date mentioned referred to in this paragraph (c) below of the indebtedness, assets, rights, options or warrants distributable in respect of each Membership Interestsone share of Common Stock. Adjustments pursuant to this Subsection 12(c) The adjustments shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company stockholders entitled to receive the distribution. If an any adjustment is made pursuant to clause (iii) above of this Subsection 12(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount the number of Membership Interests shares of Common Stock outstanding on the record date. Notwithstanding anything to the foregoing provisions contrary contained in this subsection (c), if "M-F" in the above formula is less than $1.00 (or is a negative number) then in lieu of the adjustment otherwise required by this subsection (c), the Company may elect to distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants which would have been distributed to such holders had such warrants been exercised immediately prior to the record date for such distribution. This subsection does not apply to rights, options or warrants referred to in subsection (b) of this SubsectionSection 10.

Adjustment for Other Distribution. Subject to Subsection 12(a), if If the Company distributes to all holders any holder of its Membership Interests Common Stock or any Affiliate of such holder (i) any evidences of indebtedness of the CompanyCompany or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (excluding other than cash dividends or other cash distributions or distributions from current or retained earnings other than any that do not constitute an Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the IndentureDividend), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E(1) E' = (E x M) ------- M M - F and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: EP' = EP x E E' where: E(1) : E' = the adjusted Exercise Rate. E = the current Exercise Rate immediately prior on the record date referred to in this paragraph (c) below. EP' = the Time of Determination of any such distributionadjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the Current Market Value per Membership Interests share of Common Stock on the record date mentioned referred to in this paragraph (c) below. F = the fair market value on the record date mentioned referred to in this paragraph (c) below of the indebtedness, assets, rights, options or warrants distributable in respect of each Membership Interestsone share of Common Stock. Adjustments pursuant to this Subsection 12(c) The adjustments shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company stockholders entitled to receive the distribution. If an any adjustment is made pursuant to clause (iii) above of this Subsection 12(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount the number of Membership Interests shares of Common Stock outstanding on the record date. Notwithstanding the foregoing provisions of this Subsection.

Adjustment for Other Distribution. Subject to Subsection Section 12(a), if the Company distributes to all holders Holders of its Membership Interests Common Stock (i) any evidences of indebtedness of the CompanyCompany or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (excluding other than cash dividends or other cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the IndentureDividend), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company, the Exercise Rate shall be adjusted in accordance with the formula: E(1) = (E x M) ------- M ----- M - F where: E(1) = the adjusted Exercise Rate. E = the current Exercise Rate immediately prior to on the Time of Determination of any such distributionrecord date mentioned below. M = the Current Market Value per Membership Interests share of Common Stock on the record date mentioned below. F = the fair market value on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect to one share of each Membership InterestsCommon Stock, based on the number of Fully Diluted Shares. Adjustments pursuant to this Subsection 12(c) The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company stockholders entitled to receive the distribution. If an adjustment is made pursuant to clause (iii) above of this Subsection 12(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount the number of Membership Interests shares of Common Stock outstanding on the record date. Notwithstanding the foregoing provisions of this SubsectionSection 12(c), (x) an event which would otherwise give rise to an adjustment pursuant to this Section 12(c) shall not give rise to such an adjustment if the Company includes the Holders of the Warrants in such distribution pro rata to the number of shares of Common Stock issued and outstanding after giving effect to the Warrant Shares as if they were issued and outstanding and (y) no adjustment shall be made pursuant to this Section 12(c) with respect to cash dividends other than Extraordinary Cash Dividends. This subsection does not apply to rights, options or warrants referred to in subsection (b) of this Section 12.

Adjustment for Other Distribution. Subject to Subsection 12(a), if If the Company distributes to all holders any holder of its Membership Interests Common Stock or any Affiliate of such holder (other than shares of Common Stock issued for The Monitor Company as compensation for consulting services rendered to the Company) in respect of its Common Stock (i) any evidences of indebtedness of the CompanyCompany or any of its subsidiaries, (ii) any cash, property or other assets of the Company or any of its subsidiaries, including, without limitation, Veritect Inc., a Delaware corporation (excluding cash distributions or distributions from current or retained earnings other than any Extraordinary Cash Distribution and excluding cash distributions made pursuant to Section 4.07(b)(vi) of the Indenture"Veritect"), or (iii) any rights, options or warrants to acquire any of the foregoing or to acquire any other securities of the Company or any of its subsidiaries, including, without limitation, Veritect, or (iv) the Company makes a Distribution (as defined in the Company's Amended and Restated Certificate of Incorporation effective as of September 9, 1999 (the "Certificate")) upon the occurrence of an Event of Liquidation (as defined in the Certificate), the Exercise Rate shall be adjusted in accordance with the formula: E(1) E' = (E x M( M ) ------- (M - F F) and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: EP' = EP x E -- E' where: E(1) : E' = the adjusted Exercise Rate. E = the current Exercise Rate immediately prior on the record date mentioned below. EP' = the adjusted Exercise Price. EP = the current Exercise Price on the record date referred to the Time of Determination of any such distributionin this Paragraph (c) below. M = the Current Market Value per Membership Interests share of Common Stock on the record date mentioned below. F = the fair market value (as determined in good faith by the disinterested members of the Company's Board of Directors) on the record date mentioned below of the indebtedness, assets, rights, options or warrants distributable in respect of each Membership Interestsone share of Common Stock. Adjustments pursuant to this Subsection 12(c) The adjustments shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of holders of membership interests of the Company stockholders entitled to receive the distribution. If an any adjustment is made pursuant to clause (iii) above of this Subsection 12(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if "F" in the above formula was the fair market value on the record date of the indebtedness or assets actually distributed upon exercise of such rights, options or warrants divided by amount the number of Membership Interests shares of Common Stock outstanding on the record date. Notwithstanding anything to the foregoing provisions contrary contained in this subsection (c), if "M - F" in the above formula is less than $1.00 (or is a negative number) then in lieu of the adjustment otherwise required by this Subsectionsubsection (c), the Company may elect to distribute to the Holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants which would have been distributed to such Holders had such warrants been exercised immediately prior to the record date for such distribution.