Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any --------------------------- rights, --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- ------------ O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below for such distribution to purchase shares of Common Stock at a price per share less than then the current market price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + (N x P ------- WP) E' = W E x M ------------- M_ O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Exercise Price immediately prior to the adjustment. O = the number of shares of Common Stock outstanding on the record date for such rights issuance. N = the number of additional shares of Common Stock offered pursuant to such rights issuance. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date for such rights issuance. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any --------------------------- rights, --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Fair Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W--------- E' = W E x M ------------- ------------------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issued pursuant to such rights, options or warrants. P = the offering aggregate price per share of the additional shares shares. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company Maker distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them to subscribe for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the current market price per share on that record dateshare, the Warrant applicable Conversion Price shall be adjusted in accordance with the formula: O + N x P ------- W' ---------- E’ = W E x M ------------- ----------------------- O + N Wherewhere: W' E’ = the adjusted Warrant Price W Conversion Price. E = the then current Warrant Price Conversion Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of additional Common Stock offered issued pursuant to such rights, options or warrants. P = the offering price per share of the additional shares of Common Stock. M = the current market price value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant applicable Conversion Price shall be immediately promptly readjusted to what it would have been if "“N" ” in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) Interests entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock Interests or securities convertible into, or exchangeable or exercisable for, Common Interests at a price per share interest less than the current market price Current Market Value (as defined in subsection (d)) per share on that record dateinterest as of the Time of Determination (as defined in subsection (d)), the Warrant Price Exercise Rate shall be adjusted in accordance with the formula: O + E' = E x O+N -------------- N x P ------- W' = W x O ----- + M ------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Rate. E = the current Warrant Price Exercise Rate. O = the number of shares of Common Stock Interests outstanding on the record date date. N = the number of additional shares of Common Stock offered Interests offered. P = the offering price per share of the additional shares Common Interests. M = the current market price Current Market Value per share of Common Stock on the record date interest (as defined in Subsection (d)). The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, warrants or options to which this subsection (b) applies. To the extent that Common Interests are not delivered after the expiration of such rights or warrants, the Exercise Rate shall be readjusted to the Exercise Rate which would otherwise be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of Common Interests actually delivered. If at In the end of the period during which event that such rights, options rights or warrants are exercisablenot so issued, not all rights, options the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such date fixed for determination of holders entitled to receive such rights or warrants shall have had not been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issuedso fixed.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the current market price Fair Market Value per share on that the record datedate specified below, the Warrant Price Number shall be adjusted in accordance with the following formula: W' = W x O + N ------------------------- O + N x P ------- W' = W x ----- M ------------- O + N Wherewhere: W' = the adjusted Warrant Price Number. W = the current Warrant Price Number immediately prior to such adjustment. O = the number of shares of Common Stock Fully Diluted Shares outstanding on the record date date. N = the number of additional shares of Common Stock offered or otherwise issuable upon exercise of such rights, options or warrants. P = the offering price per share of the additional shares offered or otherwise issuable. M = the current market price Fair Market Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price Number shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the current market price per share of Common Stock on that the record datedate for such distribution, the Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ------- W----- E' = W E x M ------------- ----------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. Upon calculation of the adjusted Exercise Price, each Warrant outstanding prior to the making of the adjustment in the Exercise Price shall thereafter evidence the right to receive upon payment of the adjusted Exercise Price that number of shares of Common Stock (calculated to the nearest hundredth) as calculated pursuant to subsection (r) of this Section 13. This subsection (b) does not apply to the issuance of the Contingent Warrants or the issuance of any Additional Warrants, in each case, pursuant to the Indenture.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P O+ ------- WM E' = W E x M ------------- O + ------- O+ N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issuable pursuant to such rights, options or warrants. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment pursuant to this Section 8(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Current Warrant Price shall be adjusted in accordance with the formula: W(1) = W * ((O * M) + (N * P)) / (M * (O + N x P ------- W' = W x M ------------- O + N Where: W' N)) where W(1) = the adjusted Current Warrant Price Price. W = the then current Current Warrant Price Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered or issuable on the exercise of the rights, options or warrants. P = the offering price per share of the additional shares subject to the rights or warrants. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, which period shall not exceed 60 days, not all rights, options warrants or warrants rights shall have been exercised, the Current Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, rights --------------------------- options or warrants to any holder of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price per share on that record date, the Warrant Price shall be adjusted in accordance with the formula: O + N x P ------- W' = W x M ------------- O + N Where: W' = the adjusted Warrant Price W = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date N = the number of additional shares of Common Stock offered P = the offering price per share of the additional shares M = the current market price per share of Common Stock on the record date The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them to subscribe for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the current market price Market Value per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x X P ------- W----- E' = W E x M ------------- ----------------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issued pursuant to such rights, options or warrants. P = the offering price per share of the additional shares shares. M = the current market price Market Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If on or after the date of this Warrant Agreement and prior to the Expiration Date, the Company distributes any rightsoptions, --------------------------- options warrants or warrants other rights (however classified, except pursuant to any holder its stockholder rights plan) to all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the current market price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: N x P O + ------------ M E'= E x --------------------- O + N x P ------- W' = W x M ------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rightsoptions, options warrants or warrants other rights (however classified) are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightoptions, options warrants or warrantsother rights (however classified). If at the end of the period during which such rights, options or warrants are exercisable, not all rightsoptions, options warrants or warrants other rights (however classified) shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any ----------------------------- rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock at a price per share less than the current market price per share (including, in the case of securities convertible into or exercisable or exchangeable for shares of Common Stock, the consideration payable for such convertible, exercisable or exchangeable security and the minimum consideration per share payable upon the conversion, exercise or exchange of such security into or for Common Stock) on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ------- W----- E' = W E x M ------------- ----- O + N Wherewhere: W' = E'= the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E' = E x ----------- O + N x P ------- W' = W x M ------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issuable pursuant to such rights, options or warrants. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment pursuant to this Section 8(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options Rights to all or warrants to any holder substantially all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them to subscribe for a period expiring within 60 days after the record date mentioned below to or purchase shares of Common Stock at a price per share that is less than the current market price Current Market Price per share of Common Stock on that the record datedate of distributions of such Rights, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- WE' = W E x M ------------- O ((O+((N x P)/M))/(O + N WhereN)) where: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Exercise Price as of the applicable record date. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered (or into which the Rights so offered are convertible or exercisable). P = the offering price per share of the additional shares of Common Stock (or the conversion price per share of the Rights so offered). M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants Rights are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the right, options or warrantsRights. If at the end of the period during which such rights, options or warrants Rights are exercisable, not all rights, options or warrants Rights shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. For the purposes of this paragraph (b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Fair Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W----- E' = W E x M ------------- ---------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered to be issued pursuant to such rights, options or warrants. P = the offering price per share of the additional shares shares. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Fair Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W--------- E' = W E x M ------------- ------------------------- O + N Wherewhere: W' = E'= the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issued pursuant to such rights, options or warrants. P = the offering aggregate price per share of the additional shares shares. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Fair Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: N x P O + ----- M E' = E x --------- O + N x P ------- W' = W x M ------------- O + N Wherewhere: W' = E'= the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issued pursuant to such rights, options or warrants. P = the offering aggregate price per share of the additional shares shares. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes sets a record date for the distribution of any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 sixty (60) days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + +(N x P ------- WP) ----- E' = W E x M ------------- ------------ O + N Where: WWhere E' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price O = the number of shares of Common Stock outstanding on the record date Exercise Price. N = the number of additional shares of Common Stock offered pursuant to such rights issuance. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If no rights, options or warrants are distributed or at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock Stock, or securities convertible into or exchangeable for shares of Common Stock, at a price per share less than the current market price Fair Market Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W----- E' = W E x M ------------- ---------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price Fair Market Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If on or after the date of this Warrant Agreement and prior to the Expiration Date, the Company distributes any rightsoptions, --------------------------- options warrants or warrants other rights (however classified, except pursuant to any holder of its Common Stock (other than those certain contingent warrants which may be issued stockholder rights plan now existing or hereafter adopted) to the all holders of the Company's subordinated debt) New Common Stock entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of the New Common Stock or securities convertible into, or exchangeable or exercisable for, the New Common Stock at a price per share (or with an initial conversion, exchange or exercise price) less than the current market price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: N x P O + ------- M E' = E x ----------- O + N x P ------- W' = W x M ------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of the New Common Stock outstanding on the record date date. N = the number of additional shares of the New Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price per share of the New Common Stock on the record date date. The adjustment shall be made successively whenever any such rightsoptions, options warrants or warrants other rights (however classified) are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightoptions, options warrants or warrantsother rights (however classified). If at the end of the period during which such rights, options or warrants are exercisable, not all rightsoptions, options warrants or warrants other rights (however classified) shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes issues any rights, --------------------------- options or warrants entitling any person to any holder of its subscribe for Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock at an offering price (other or with an initial conversion, exchange or exercise price plus such offering price) which is less than those certain contingent warrants which may be issued to the holders Current Market Price (as determined herein) per share of the Company's subordinated debt) entitling them for a period expiring within 60 days after Common Stock on the record date mentioned below to purchase shares for such issuance (all of Common Stock at a price per share less than the current market price per share on that record dateforegoing, "Rights"), the Warrant Price Exercise Rate shall be adjusted in accordance with the formula: O + N E' = Ex ------------ N x P ------- W' = W x M ------------- O + N Where-------- M where: WE' = the adjusted Warrant Price W Exercise Rate. E = the current Warrant Price Exercise Rate. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants Rights are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the right, options Rights in the case of Rights to be issued to the holders of Common Stock. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants. If at , the end Exercise Rate shall be readjusted to the Exercise Rate which would otherwise be in effect had the adjustment made upon the issuance of the period during which such rights, options rights or warrants are exercisable, not all rights, options or warrants shall have been exercised, made on the Warrant Price shall be immediately readjusted to what it would have been if "N" in the above formula had been basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such date fixed for determination of shareholders entitled to receive such rights or warrants had not been so fixed.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options rights or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 90 days after the record date mentioned below for the determination of shareholders entitled to receive the rights or warrants to purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: N x P --------- C x O + M ------------- C' = O + N x P ------- W' = W x M ------------- O + N Wherewhere: WC' = the adjusted Warrant Price W Exercise Price. C = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the right, options rights or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, exercisable not all rights, options warrants or warrants rights shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. This subsection does not apply to any rights or other securities issued under or in respect of any rights plan or poison pill adopted by the Company.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into, or exchangeable for, Common Stock at a price per share less than the current market price Fair Value (as defined herein) per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W------------------- E' = W E x M ------------- --------------------------------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock at a price per share less than the current market price (as defined below) per share (including, in the case of securities convertible into or exercisable or exchangeable for shares of Common Stock, the consideration payable for such convertible, exercisable or exchangeable security and the minimum consideration per share payable upon the conversion, exercise or exchange of such security into or for Common Stock) on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: O + N x P ------- W----- E' = W E x M ------------- O + --------- O+ N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the current market price per share on that the applicable record date, the number of Warrant Price Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N1 = N x (O + N x P A) ------- W' = W x M ------------- (O + N Where(A x P)) - M where: W' N1 = the adjusted number of Warrant Price W Shares issuable upon exercise of one Warrant. N = the current number of Warrant Price Shares issuable upon exercise of one Warrant. O = the number of shares of Common Stock outstanding on the record date N date. A = the number of additional shares of Common Stock offered pursuant to such rights, options or warrants issuance. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock Stock, on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of Warrant Price Shares issuable upon exercise of the Warrants shall be immediately readjusted to what it would have been if "NA" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 45 days after the record date mentioned set forth below to purchase subscribe for shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, in either case, at a price per share less than the current market price Fair Value (as defined in subsection (g) of this Section 8) per share on that record date, the Warrant applicable Exercise Price shall be adjusted in accordance with the formula: O + N x P ------- W---------- E' = W E x M ------------- ----------------------- O + N Wherewhere: WE' = the adjusted Warrant Price W Exercise Price. E = the then current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered issued pursuant to such rights, options or warrants. P = the offering aggregate price per share of the additional shares of Common Stock. M = the current market price Fair Value per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the Warrant applicable Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company Holding distributes (and receives no consideration therefor) any rights, --------------------------- options or warrants (whether or not immediately exercisable) to all holders of any holder class of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock at a price per share less than the current market price Specified Value (as defined in Section 9(f) hereof) per share on that the record datedate relating to such distribution, the Warrant Price Number shall be adjusted in accordance with the formula: W' = Wx O + N x P ------- W' = W x M ------------- ----- O + N WhereNxP ---- M where: W' = the adjusted Warrant Price Number. W = the current Warrant Price Number immediately prior to the record date for any such distribution. O = the number of shares of Common Stock outstanding on the record date for any such distribution. N = the number of additional shares of Common Stock offered issuable upon exercise of such rights, options or warrants. P = the offering exercise price per share of the additional shares such rights, options or warrants. M = the current market price Specified Value per share of Common Stock on the record date for any such distribution. The adjustment shall be made successively whenever any such rights, options or warrants are issued and issued. Such adjustments shall become effective immediately after be determined as of the record date for the determination of stockholders entitled to receive the rightrights, options or warrants and shall become effective simultaneously with the issuance of such rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the adjusted Warrant Price Number shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued.

Adjustment for Rights Issue. If the Company distributes any rights, --------------------------- options rights or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 90 days after the record date mentioned below for the determination of shareholders entitled to receive the rights or warrants to purchase shares of Common Stock at a price per share less than the current market price Current Market Price per share on that record date, the Warrant Exercise Price shall be adjusted in accordance with the following formula: N x P -------------- C x O + M -------------- C' = O + N x P ------- W' = W x M ------------- O + N Wherewhere: WC' = the adjusted Warrant Price W Exercise Price. C = the current Warrant Price Exercise Price. O = the number of shares of Common Stock outstanding on the record date date. N = the number of additional shares of Common Stock offered offered. P = the offering price per share of the additional shares shares. M = the current market price Current Market Price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the right, options rights or warrants. If at the end of the period during which such rights, options warrants or warrants rights are exercisable, exercisable not all rights, options warrants or warrants rights shall have been exercised, the Warrant Exercise Price shall be immediately readjusted to what it would have been if "N" in the above formula had been the number of shares actually issued. This subsection does not apply to any rights or other securities issued under or in respect of any rights plan or poison pill adopted by the Company.

Adjustment for Rights Issue. If after the Original Issue Date the Company distributes any rights, --------------------------- options or warrants to any holder all holders of its Common Stock (other than those certain contingent warrants which may be issued to the holders of the Company's subordinated debt) entitling them for a period expiring within 60 days after the record date mentioned below to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the current market price per share on that the record datedate for the determination of stockholders entitled to receive the rights, options or warrants, the number of Warrant Price Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x (O + N x P ------- W' = W x M ------------- A) ------------------ (O + N Where(A x P)) - M where: WN' = the adjusted number of Warrant Price W Shares issuable upon exercise of one Warrant. N = the current number of Warrant Price Shares issuable upon exercise of one Warrant. O = the number of shares of Common Stock outstanding on the record date N date. A = the number of additional shares of Common Stock offered pursuant to such rights issuance. P = the offering price per share of the additional shares shares. M = the current market price per share of Common Stock on the record date date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rightrights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of Warrant Price Shares issuable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the shares represented by "NA" in the above formula had been the number of shares actually issued.