Common use of Adjustment for Spin Off Clause in Contracts

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a material part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the if Holder had exercised its right to purchase all of the Holder’s unexercised Warrants outstanding remaining Common Stock available to Holder under this Warrant as of the close of business on the trading day immediately before the record date (the “Record Date”"Outstanding Warrants") for determining the amount and of the number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the upon exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued of shares issuable to the Holder had all of the Holder’s unexercised Outstanding Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”as defined below) been exercised as of the close of business on the Trading Day immediately before the Record Date (as defined below), as determined without regard to the provisions of Section 2.2 hereof (the “Reserved Spin Off Shares”), . and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants. The term “Outstanding Warrants” means this Warrant to the extent unexercised and unexpired on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the ----------------------- exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the if Holder had exercised its right to purchase all of the Holder’s unexercised Warrants outstanding remaining Common Stock available to Holder under this Warrant as of the close of business on the trading day immediately before the record date (the “Record Date”"Outstanding Warrants") for determining the amount and of the number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the upon exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.to

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a material part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior ----------------------- to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (ia) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (iib) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (xi) the Reserved Spin Off Shares, Shares multiplied by (yii) a fraction, of which (Ix) the numerator is the amount of the Outstanding Warrants then being exercised, and (IIy) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a material part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants. (1) Example: Assume 100,000 shares remain under Warrant at original stated Exercise Price of US$0.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in fullhill, the Company spins off or otherwise divests itself of a material part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”’) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”') in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants. 7.1 Transfer to Comply with the Securities Act; Registration Rights.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all the unexercised portion of the Holder’s unexercised Warrants outstanding this Warrant on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrantsthis Warrant, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount number of the Outstanding Warrants then being exercisedWarrant Shares to be issued, and (II) the denominator is the amount number of Warrant Shares then issuable upon the full exercise of the Outstanding Warrantsunexercised portion of this Warrant.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then then (a) the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.; and (b) the Exercise Price on the Outstanding Warrants shall be adjusted immediately after consummation of the Spin Off by multiplying the Exercise Price by a fraction (if, but

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a material part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”"SPIN OFF") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”"SPIN OFF SECURITIES") to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “Record Date”"RECORD DATE") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “Reserved Spin Off Shares”"RESERVED SPIN OFF SHARES"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then then (a) the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.; and (b) the Exercise Price on the Outstanding Warrants shall be adjusted immediately after consummation of the Spin Off by multiplying the Exercise Price by a fraction (if, but only if, such fraction is less than 1.0), the numerator of which is the Average Market Price of

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the a “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security all or substantially all holders of the CompanyCommon Stock, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Warrant Holder had all in the event that the entire unexercised portion of the Holder’s unexercised Warrants this Warrant outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) Common Stock had been exercised by the Warrant Holder as of the close of business on the Trading Day immediately before prior to the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Warrant Holder on the exercise of all or any unexercised portion of the Outstanding Warrantsthis Warrant, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount unexercised portion of the Outstanding Warrants this Warrant then being exercised, and (II) the denominator is the aggregate amount of the Outstanding Warrantsunexercised portion of this Warrant.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then then (a) the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.; and (b) the Exercise Price on the Outstanding Warrants shall be adjusted immediately after consummation of the Spin Off by multiplying the Exercise Price by a fraction (if, but only if, such fraction is less than 1.0), the numerator of which is the Average Market Price

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “"Spin Off”") in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “"Spin Off Securities”") to be issued to security holders of the Company, then (a) the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “"Record Date”") for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “"Outstanding Warrants”") been exercised as of the close of business on the Trading Day trading day immediately before the Record Date (the “"Reserved Spin Off Shares”"), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, Shares multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the amount of the Outstanding Warrants then being exercised, and (II) the denominator is the amount of the Outstanding Warrants.

Adjustment for Spin Off. If, for any reason, prior to the exercise of this Warrant in full, the Company spins off or otherwise divests itself of a part of its business or operations or disposes all or of a part of its assets in a transaction (the “Spin Off”) in which the Company does not receive compensation for such business, operations or assets, but causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s 's unexercised Warrants outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Warrants”) been exercised as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the Holder on the exercise of all or any of the Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (Ii) the numerator is the amount of the Outstanding Warrants then being exercised, and (IIii) the denominator is the amount of the Outstanding Warrants.