Common use of Adjustment of Conversion Ratio Clause in Contracts

Adjustment of Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows: (i) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, (A) pay a dividend or make a distribution with respect to its capital stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b))), (B) subdivide its outstanding Common Stock into a greater number of shares, (C) combine its outstanding Common Stock into a smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Ratio in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A)), or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D)), shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series E Preferred Stock been converted immediately prior to the record date (in the case of the foregoing clause (A)) or the effective date (in the cases of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Ratio in effect at the opening of business on the day next following such record date shall be adjusted to equal the ratio determined by dividing (A) the Conversion Ratio in effect at the opening of business on the day next following such record date by (B) a fraction, the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination plus (II) the number of shares of Common Stock that the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Price, and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (Y) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. Such adjustment shall become effective immediately after the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at a per share price that is less than such Average Closing Price, all consideration received by the Corporation upon issuance and upon exercise of such rights or warrants shall be taken into account, the value of such consideration, if in a form other than cash, to be determined by the Board of Directors in the reasonable exercise of their business judgment.

Adjustment of Conversion Ratio. The Conversion Ratio Section 9.1. In the event that the Company shall be adjusted from at any time to time as follows: after the date hereof: (i) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, (A) pay declare a dividend or make a distribution with respect to on its capital stock Common Stock in shares of its Common Stock Stock, (which, for the avoidance of doubt, shall not include any dividends paid in ii) subdivide or reclassify shares of Series E Preferred Stock pursuant to Section 2(b))), (B) subdivide its outstanding Common Stock into a greater number of shares, (Ciii) combine shares of its outstanding Common Stock into a smaller number of shares, (iv) pay a dividend or make a distribution on its Common Stock in shares of any series of its Capital Stock (other than Common Stock), or (Dv) issue any shares of capital stock by reclassification of its Common StockStock shares of any series of its Capital Stock or any Capital Stock Rights, then the Conversion Ratio in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled immediately prior to receive such dividend or distribution (in the case of the foregoing clause (A)), or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D)), event shall be adjusted and shall become effective immediately so that the holder Holder of any the Series E HP Convertible Preferred Stock thereafter surrendered for conversion shall be entitled to receive on conversion of such shares of Series HP Convertible Preferred Stock, the number of shares of Common Stock, other Capital Stock that or Capital Stock Rights of the Company which such holder Holder would have owned or have been entitled to receive after the happening of any of the events described above had such the shares of Series E HP Convertible Preferred Stock been converted immediately prior to the happening of such event. Any adjustment made pursuant to this Section 9 shall become effective immediately after the record date (in the case of the foregoing clause (A)) a dividend or distribution and shall become effective immediately after the effective date (in the cases case of the foregoing clauses (B)a subdivision, (C) and (D))combination or reclassification. Such adjustment shall be made successively whenever any event referred to above shall occur. (ii) If Section 9.2. If, after the Corporation shalldate hereof, while the Company issues any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of its Common Stock (other than any issuances pursuant shares issuable upon exercise of options or warrants heretofore or hereafter granted or issued to the Corporation’s existing compensation arrangements for its employees, officers or directors, officersin their capacities as such, employeesof, or customers, consultants and agents or any future compensation arrangements for its directorsvendors (all in their respective capacities as such) of, officers, employees, consultants and agents that are approved by the Corporation’s compensation committeeCompany) entitling them to subscribe for or purchase Common Stock there is a Change of Control Transaction at a price per share less of Common Stock that is in effect lower than the Average Closing Price, measured as Note Conversion Price on the date of the record date for closing of the determination sale of stockholders entitled to receive such rights or warrantsshares of Common Stock, then the Conversion Ratio in effect at the opening of business on the day next following such record date shall be adjusted to equal in accordance with the ratio determined following formula: upon each such issuance, the number of shares of Common Stock issuable for each share of Preferred Stock will be divided by dividing (A) the Conversion Ratio in effect at the opening of business on the day next following such record date by (B) a fraction, the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination plus (II) the number of shares of Common Stock that the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Price, lower price and the denominator of which shall be the sum Note Conversion Price in effect immediately prior thereto; provided, however, that the numerator shall thereupon become the Note Conversion Price for the next succeeding adjustment of (X) the number Conversion Ratio, if any. Section 9.3. After adjustment of the Conversion Ratio pursuant to Section 9.1 and 9.2, the Company shall give prompt written notice thereof to the Holder of shares of Common Stock outstanding on Series HP Convertible Preferred Stock, which notice shall state the close Conversion Ratio resulting from such adjustment and shall set forth in reasonable detail the method of business on the date fixed for such determination and (Y) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. Such adjustment shall become effective immediately after the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at a per share price that is less than such Average Closing Price, all consideration received by the Corporation upon issuance and upon exercise calculation of such rights or warrants shall be taken into account, Conversion Ratio and the value of facts upon which such consideration, if in a form other than cash, to be determined by the Board of Directors in the reasonable exercise of their business judgmentcalculation was based.

Adjustment of Conversion Ratio. The Conversion Ratio shall Price will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shall, while Company shall at any shares of Series E Preferred Stock are outstanding, time or from time to time after the date hereof (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of shares, Stock; (C) combine its the outstanding shares of Common Stock into a smaller number of shares or shares; (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio Price in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive the number of shares of Common Stock that of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted 48 surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 9.7 applies. (b) If at any time the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the greater of (1) the Conversion Price per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Conversion Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued) and (2) the Current Market Price for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such additional shares of Common Stock or Convertible Securities (the "20 day Price"), then the Conversion Price shall be adjusted to equal the ratio determined by dividing multiplying (A) the Conversion Ratio Price in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of shares of Common Stock that purchasable with the aggregate proceeds to consideration receivable by the Corporation from Company for the exercise total number of such rights or warrants for shares of Common Stock would purchase at such Average Closing Priceso issued (or into which the rights, warrants or other convertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination and (Yy) the number of additional shares of Common Stock offered issued (or into which the Convertible Securities may convert). An adjustment made pursuant to this Section 9.6(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 9.6(b), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any 49 shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Conversion Price pursuant to Section 9.6(a) or (ii) any stock option plan or program of the Company currently in effect involving the grant of options to employees of the Company at Current Market Price shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 9.6(b) applies. No adjustment shall be made pursuant to this Section 9.6(b) in connection with any transaction to which Section 9.7 applies. (c) In case the Company shall at any time or from time to time after the date hereof declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or Convertible Securities of the Company or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, then, and in each such case, the Conversion Price shall be adjusted by multiplying (1) the applicable Conversion Price on the day immediately prior to the record date fixed for subscription the determination of stockholders entitled to receive such dividend or purchase distribution by (2) a fraction, the numerator of which shall be the average Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such average Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the board of directors of the Company, a certified resolution with respect to which shall be mailed to each Holder) of such dividend or distribution. No adjustment shall be made pursuant to this Section 9.6(c) in connection with any transaction to which Section 9.7 applies. (d) In case a tender or exchange offer made by the Company or any Affiliate of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Affiliate of consideration per share of Common Stock having a Fair Market Value at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such rights tender or warrants. Such adjustment exchange offer (as it shall have been amended) that exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subsection (d) by a fraction (which shall not be greater than one) of 50 which the numerator shall be the number of shares of Capital Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time and of which the denominator shall be the sum of (i) the Fair Market Value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (ii) the product of the number of shares of Capital Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become retroactively effective immediately after prior to the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders Expiration Time. (e) For purposes of Common Stock to subscribe for or purchase this Section 9.6, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (f) The term "dividend," as used in this Section 9.5, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon stock of the Company. (g) Anything in this Section 9.6 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Price unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Price by at least one one-hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Price by at least one one-hundredth of one share of Common Stock, to such change in Conversion Price shall thereupon be determined given effect. (h) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 9.6. (i) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 9.6 or in the Conversion Price then in effect shall 51 be required by reason of the taking of such record.

Adjustment of Conversion Ratio. The Conversion Ratio shall Price will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shall, while Company shall at any shares of Series E Preferred Stock are outstanding, time or from time to time after the date hereof (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of shares, Stock; (C) combine its the outstanding shares of Common Stock into a smaller number of shares shares; or (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio Price in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder Holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive the number of shares of Common Stock of the Company that such holder Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 9.7 applies. (b) Except for issuances pursuant to Schedule 9.6(b), (i) if at any time the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the Conversion Price per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Conversion Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued), including, without limitation, any shares of Common Stock issued by the Company upon the conversion of the Call Debentures or (ii) if on any Conversion Date, there are Call Debentures outstanding and the Ramius Conversion Price is below the Conversion Price (regardless of whether any shares of Common Stock have been issued to holders of the Call Debentures), then the Conversion Price shall be adjusted to equal the ratio determined by dividing multiplying (A) the Conversion Ratio Price in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of shares of Common Stock that purchasable with the aggregate proceeds to consideration receivable by the Corporation from Company for the exercise total number of such rights or warrants for shares of Common Stock would purchase at such Average Closing Priceso issued (or into which the rights, warrants or other convertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination and (Yy) the number of additional shares of Common Stock offered issued (or into which the Convertible Securities may convert). Notwithstanding anything to the contrary contained herein, (a) in calculating any adjustment to the Conversion Price pursuant to clause (ii) above, once shares of Common Stock are actually issued upon the conversion of the Call Debentures, only those shares of Common Stock that remain issuable under those Call Debentures which have not yet been converted shall be taken into consideration and (b) on any date that the Company issues any shares of Common Stock pursuant to the Call Debentures, the Company shall, on the same date, deliver a notice to the Collateral Agent specifying whether any adjustment to the Conversion Price will be required pursuant to this Section 9.6 as a result of such issuance. An adjustment made pursuant to this Section 9.6(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 9.6(b), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Conversion Price pursuant to Section 9.6(a) or (ii) any stock option plan or program of the Company currently in effect involving the grant of options to employees of the Company at the Current Market Price shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 9.6(b) applies. No adjustment shall be made pursuant to this Section 9.6(b) in connection with any transaction to which Section 9.7 applies. (c) In case the Company shall at any time or from time to time after the date hereof declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or Convertible Securities of the Company or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, then, and in each such case, the Conversion Price shall be adjusted by multiplying (1) the applicable Conversion Price on the day immediately prior to the record date fixed for subscription the determination of stockholders entitled to receive such dividend or purchase distribution by (2) a fraction, the numerator of which shall be the average Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such average Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the board of directors of the Company, a certified resolution with respect to which shall be mailed to each Holder) of such dividend or distribution. No adjustment shall be made pursuant to this Section 9.6(c) in connection with any transaction to which Section 9.7 applies. (d) In case a tender or exchange offer made by the Company or any Affiliate of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Affiliate of consideration per share of Common Stock having a Fair Market Value at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such rights tender or warrants. Such adjustment exchange offer (as it shall have been amended) that exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subsection (d) by a fraction (which shall not be greater than one) of which the numerator shall be the number of shares of Capital Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time and of which the denominator shall be the sum of (i) the Fair Market Value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (ii) the product of the number of shares of Capital Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become retroactively effective immediately after prior to the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders Expiration Time. (e) For purposes of Common Stock to subscribe for or purchase this Section 9.6, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (f) The term "dividend," as used in this Section 9.6, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon Capital Stock of the Company. (g) Anything in this Section 9.6 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Price unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Price by at least one one-hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Price by at least one one-hundredth of one share of Common Stock, to such change in Conversion Price shall thereupon be determined given effect. (h) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 9.6. (i) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 9.6 or in the Conversion Price then in effect shall be required by reason of the taking of such record.

Adjustment of Conversion Ratio. The Conversion Ratio shall will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shallCompany shall at any time or from time to time after May 1, while any shares of Series E Preferred Stock are outstanding, 1997 (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of sharesStock, (C) combine its the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive receive, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock that or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 10.8 applies. (b) In case the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock) after May 1, 1997 at a price per share (or having a conversion price per share) less than the Conversion Price as of the date of issuance of such shares (or, in the case of convertible or exchangeable securities, less than the Conversion Price as of the date of issuance of the rights, warrants or other securities in respect of which shares of Common Stock were issued), then, and in each such case, the Conversion Ratio and the Conversion Price shall be adjusted so that the holder of each Note shall be entitled to equal receive, for each $100 of outstanding principal amount of Notes, upon the ratio conversion thereof into Common Stock, the number of shares of Common Stock determined by dividing multiplying (A) the Conversion Ratio in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of additional shares of Common Stock that issued (or into which the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Priceconvertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock purchasable at the then applicable Conversion Price per share with the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which the rights, warrants or other convertible securities may convert). An adjustment made pursuant to this Section 10.7(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date fixed for of such determination and (Y) issuance. For purposes of this Section 10.7(b), the number aggregate consideration receivable by the Company in connection with the issuance of additional shares of Common Stock offered or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If Common Stock is sold as a unit with other securities or rights of value, the aggregate consideration received for subscription such Common Stock shall be deemed to be net of the Fair Market Value of such other securities and rights of value. If Common Stock is issued in consideration of the release of a claim brought by a shareholder against the Company, whether before or purchase after the Closing Date, on the basis of events or circumstances occurring prior to the Closing Date ("Pre-Closing Shareholder Claims"), the consideration for such Common Stock shall be deemed to be $0. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to Section 10.7(a), (ii) shares issued as Stock Milestone Payments or Combination Milestone Payments pursuant to Section 5.06 of the Development and Marketing Agreement dated June 13, 1991 with Gensia Clinical Partners as in effect on the date hereof or pursuant to any acquisition of BIOFA A.B. on terms approved by the full Board of Directors or (iii) any restricted stock or stock option plan or program of the Company involving the grant of options or rights at below the applicable Conversion Price (but the Company will in no event issue options or rights exercisable at less than 85% of Current Market Price at the date of grant) so long as the granting of such options or rights has been approved by the full Board of Directors or a committee of the Board of Directors on which the director designated by the Purchaser is a member, or (iv) any option, warrant, right, or convertible security outstanding as of the date hereof (other than the Rights or similar securities) shall not be deemed to constitute an issuance of Common Stock or convertible securities by the Company to which this Section 10.7(b) applies. Upon the expiration unexercised of any options, warrants or rights to convert any convertible securities for which an adjustment has been made pursuant to this Section 10.7(b), the adjustments shall forthwith be reversed to effect such rate of conversion as would have been in effect at the time of such expiration or termination had such options, warrants or rights or warrantsconvertible securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. Such Nothing herein shall limit the right of any holder to an anti-dilution adjustment in the event that there shall occur a "flip-in" or "flip-over" event under the Rights Agreement or any similar plan or agreement of the Company. No adjustment shall become effective immediately be made pursuant to this Section 10.7(b)in connection with any transaction to which Section 10.8 applies. (c) In case the Company shall at any time or from time to time after May 1, 1997 declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the opening Company or any of business its Subsidiaries by way of dividend, including any distribution of shares or assets of Metabasis or Automedics and any payment or granting of anything of value in consideration of the release of a Pre-Closing Shareholder Claim, on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in Section 10.7(a) or issuances of Common Stock which are referred to in Section 10.7(b), then, and in each such case, the Conversion Ratio and the Conversion Price shall be adjusted so that the holder of each Note shall be entitled to receive, upon the conversion thereof, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock determined by multiplying (1) the applicable Conversion Ratio on the day immediately following prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date. In determining whether any rights or warrants entitle , and the holders denominator of which shall be such Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the Board of Directors and supported by an opinion from an investment banking firm of recognized national standing acceptable to subscribe for holders of a majority of the Notes) of such dividend or purchase distribution. No adjustment shall be made pursuant to this Section 10.7(c) in connection with any transaction to which Section 10.8 applies. (d) For purposes of this Section 10.7, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (e) The term "dividend," as used in this Section 10.7, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon stock of the Company as well as any consideration granted to a shareholder for the release of a claim against the Company. (f) Anything in this Section 10.7 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Ratio unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Ratio by at least one one-hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Ratio by at least one one-hundredth of one share of Common Stock, to such change in Conversion Ratio shall thereupon be determined given effect. (g) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 10.7. (h) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 10.7 or in the Conversion Ratio or Conversion Price then in effect shall be required by reason of the taking of such record. (i) In the case of any event which requires an adjustment to the Conversion Ratio pursuant to this Section 10.7, the Conversion Price shall also be appropriately adjusted to reflect such event. (j) If any event occurs as to which the provisions of this Section 10.7 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holders of the Notes in accordance with the essential intent and principles of such provisions, the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights of the holders of the Notes.

Adjustment of Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows: (i) If the Corporation shall, while any shares of Series E A Preferred Stock are outstanding, (A) pay a dividend or make a distribution with respect to its capital stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, (C) combine its outstanding Common Stock into a smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Stock, the Conversion Ratio in effect at the opening of business on the day next following the date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A)), or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D)), shall be adjusted and shall become effective immediately so that the holder of any Series E A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series E A Preferred Stock been converted immediately prior to the record date (in the case of the foregoing clause (A)) or the effective date (in the cases of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E A Preferred Stock are outstanding, issue rights, options or warrants to all holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Current Common Stock Market Price, measured as of the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Ratio in effect at the opening of business on the day next following such record date shall be adjusted to equal the ratio determined by dividing (A) the Conversion Ratio in effect at immediately prior to the opening of business on the day next immediately following the date fixed for such record date determination by (B) a fraction, the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination plus (II) the number of shares of Common Stock that the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Current Common Stock Market Price, and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (Y) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. Such adjustment shall become effective immediately after the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at a per share price that is less than such Average Closing Current Common Stock Market Price, all consideration received by the Corporation upon issuance and upon exercise of such rights or warrants shall be taken into account, the value of such consideration, if in a form other than cash, to be determined by the Board of Directors in the reasonable exercise of their business judgment.

Adjustment of Conversion Ratio. The Conversion Ratio shall will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shallCompany shall at any time or from time to time after May 1, while any shares of Series E Preferred Stock are outstanding, 1997 (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of sharesStock, (C) combine its the outstanding shares of Common Stock into a smaller number of shares or (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive receive, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock that or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 10.8 applies. (b) In case the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock) after May 1, 1997 at a price per share (or having a conversion price per share) less than the Conversion Price as of the date of issuance of such shares (or, in the case of convertible or exchangeable securities, less than the Conversion Price as of the date of issuance of the rights, warrants or other securities in respect of which shares of Common Stock were issued), then, and in each such case, the Conversion Ratio and the Conversion Price shall be adjusted so that the holder of each Note shall be entitled to equal receive, for each $100 of outstanding principal amount of Notes, upon the ratio conversion thereof into Common Stock, the number of shares of Common Stock determined by dividing multiplying (A) the Conversion Ratio in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of additional shares of Common Stock that issued (or into which the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Priceconvertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on such date and (y) the number of shares of Common Stock purchasable at the then applicable Conversion Price per share with the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which the rights, warrants or other convertible securities may convert). An adjustment made pursuant to this Section 10.7(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date fixed for of such determination and (Y) issuance. For purposes of this Section 10.7(b), the number aggregate consideration receivable by the Company in connection with the issuance of additional shares of Common Stock offered or of rights, warrants or other securities convertible into shares of Common Stock shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock, rights, warrants and convertible securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such rights, warrants and convertible securities into shares of Common Stock. If Common Stock is sold as a unit with other securities or rights of value, the aggregate consideration received for subscription such Common Stock shall be deemed to be net of the Fair Market Value of such other securities and rights of value. If Common Stock is issued in consideration of the release of a claim brought by a shareholder against the Company, whether before or purchase after the Closing Date, on the basis of events or circumstances occurring prior to the Closing Date ("Pre-Closing Shareholder Claims"), the consideration for such Common Stock shall be deemed to be $0. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the conversion ratio pursuant to Section 10.7(a), (ii) shares issued as Stock Milestone Payments or Combination Milestone Payments pursuant to Section 5.06 of the Development and Marketing Agreement dated June 13, 1991 with Gensia Clinical Partners as in effect on the date hereof or pursuant to any acquisition of BIOFA A.B. on terms approved by the full Board of Directors or (iii) any restricted stock or stock option plan or program of the Company involving the grant of options or rights at below the applicable Conversion Price (but the Company will in no event issue options or rights exercisable at less than 85% of Current Market Price at the date of grant) so long as the granting of such options or rights has been approved by the full Board of Directors or a committee of the Board of Directors on which the director designated by the Purchaser is a member, or (iv) any option, warrant, right, or convertible security outstanding as of the date hereof (other than the Rights or similar securities) shall not be deemed to constitute an issuance of Common Stock or convertible securities by the Company to which this Section 10.7(b) applies. Upon the expiration unexercised of any options, warrants or rights to convert any convertible securities for which an adjustment has been made pursuant to this Section 10.7(b), the adjustments shall forthwith be reversed to effect such rate of conversion as would have been in effect at the time of such expiration or termination had such options, warrants or rights or warrantsconvertible securities, to the extent outstanding immediately prior to such expiration or termination, never been issued. Such Nothing herein shall limit the right of any holder to an anti-dilution adjustment in the event that there shall occur a "flip-in" or "flip-over" event under the Rights Agreement or any similar plan or agreement of the Company. No adjustment shall become effective immediately be made pursuant to this Section 10.7(b)in connection with any transaction to which Section 10.8 applies. (c) In case the Company shall at any time or from time to time after May 1, 1997 declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or rights or warrants to subscribe for securities of the opening Company or any of business its Subsidiaries by way of dividend, including any distribution of shares or assets of Metabasis or Automedics and any payment or granting of anything of value in consideration of the release of a Pre-Closing Shareholder Claim, on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in Section 10.7(a) or issuances of Common Stock which are referred to in Section 10.7(b), then, and in each such case, the Conversion Ratio and the Conversion Price shall be adjusted so that the holder of each Note shall be entitled to receive, upon the conversion thereof, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock determined by multiplying (1) the applicable Conversion Ratio on the day immediately following prior to the record date fixed for the determination of stockholders entitled to receive such dividend or distribution by (2) a fraction, the numerator of which shall be the Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date. In determining whether any rights or warrants entitle , and the holders denominator of which shall be such Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the Board of Directors and supported by an opinion from an investment banking firm of recognized national standing acceptable to subscribe for holders of a majority of the Notes) of such dividend or purchase distribution. No adjustment shall be made pursuant to this Section 10.7(c) in connection with any transaction to which Section 10.8 applies. (d) For purposes of this Section 10.7, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (e) The term "dividend," as used in this Section 10.7, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon stock of the Company as well as any consideration granted to a shareholder for the release of a claim against the Company. (f) Anything in this Section 10.7 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Ratio unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Ratio by at least one one- hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Ratio by at least one one-hundredth of one share of Common Stock, to such change in Conversion Ratio shall thereupon be determined given effect. (g) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 10.7. (h) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 10.7 or in the Conversion Ratio or Conversion Price then in effect shall be required by reason of the taking of such record. (i) In the case of any event which requires an adjustment to the Conversion Ratio pursuant to this Section 10.7, the Conversion Price shall also be appropriately adjusted to reflect such event. (j) If any event occurs as to which the provisions of this Section 10.7 are not strictly applicable or if strictly applicable would not fairly protect the rights of the holders of the Notes in accordance with the essential intent and principles of such provisions, the Board of Directors shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights of the holders of the Notes.

Adjustment of Conversion Ratio. The Conversion Ratio shall Price will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shall, while Company shall at any shares of Series E Preferred Stock are outstanding, time or from time to time after the date hereof (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of shares, Stock; (C) combine its the outstanding shares of Common Stock into a smaller number of shares or shares; (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio Price in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive the number of shares of Common Stock that of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 9.7 applies. (b) If at any time the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or having a conversion price per share) less than the greater of (1) the Conversion Price per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Conversion Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued) and (2) the Current Market Price for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such additional shares of Common Stock or Convertible Securities (the "20 day Price"), then the Conversion Price shall be adjusted to equal the ratio determined by dividing multiplying (A) the Conversion Ratio Price in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of shares of Common Stock that purchasable with the aggregate proceeds to consideration receivable by the Corporation from Company for the exercise total number of such rights or warrants for shares of Common Stock would purchase at such Average Closing Priceso issued (or into which the rights, warrants or other convertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination and (Yy) the number of additional shares of Common Stock offered issued (or into which the Convertible Securities may convert). An adjustment made pursuant to this Section 9.6(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 9.6(b), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Conversion Price pursuant to Section 9.6(a) or (ii) any stock option plan or program of the Company currently in effect involving the grant of options to employees of the Company at Current Market Price shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 9.6(b) applies. No adjustment shall be made pursuant to this Section 9.6(b) in connection with any transaction to which Section 9.7 applies. (c) In case the Company shall at any time or from time to time after the date hereof declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or Convertible Securities of the Company or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, then, and in each such case, the Conversion Price shall be adjusted by multiplying (1) the applicable Conversion Price on the day immediately prior to the record date fixed for subscription the determination of stockholders entitled to receive such dividend or purchase distribution by (2) a fraction, the numerator of which shall be the average Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such average Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the board of directors of the Company, a certified resolution with respect to which shall be mailed to each Holder) of such dividend or distribution. No adjustment shall be made pursuant to this Section 9.6(c) in connection with any transaction to which Section 9.7 applies. (d) In case a tender or exchange offer made by the Company or any Affiliate of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Affiliate of consideration per share of Common Stock having a Fair Market Value at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such rights tender or warrants. Such adjustment exchange offer (as it shall have been amended) that exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subsection (d) by a fraction (which shall not be greater than one) of which the numerator shall be the number of shares of Capital Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time and of which the denominator shall be the sum of (i) the Fair Market Value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (ii) the product of the number of shares of Capital Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become retroactively effective immediately after prior to the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders Expiration Time. (e) For purposes of Common Stock to subscribe for or purchase this Section 9.6, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (f) The term "dividend," as used in this Section 9.5, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon stock of the Company. (g) Anything in this Section 9.6 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Price unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Price by at least one one-hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Price by at least one one-hundredth of one share of Common Stock, to such change in Conversion Price shall thereupon be determined given effect. (h) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 9.6. (i) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 9.6 or in the Conversion Price then in effect shall be required by reason of the taking of such record.

Adjustment of Conversion Ratio. The Conversion Ratio shall be adjusted from time to time as follows: (i) If In case the Corporation shall, while any shares of Series E Preferred Stock are outstanding, shall (Aa) pay or make a dividend or make a other distribution with respect to on its capital stock Common Stock in shares of Common Stock, (b) subdivide or split the outstanding shares of its Common Stock into a larger number of shares or (which, for c) combine the avoidance of doubt, shall not include any dividends paid in outstanding shares of Series E Preferred Stock pursuant to Section 2(b))), (B) subdivide its outstanding Common Stock into a greater number of shares, (C) combine its outstanding Common Stock into a smaller number of shares or (D) issue any shares of capital stock by reclassification of its Common Stockshares, then in each such case the Conversion Ratio shall be adjusted to equal the number of such shares to which the holder of one share of Series A Preferred would have been entitled upon the occurrence of such event had such share of Series A Preferred been converted immediately prior to the happening of such event or, in effect at the opening case of business on a stock dividend or other distribution, prior to the day next following the record date fixed for the determination of stockholders entitled thereto. An adjustment made pursuant to receive this paragraph shall become effective immediately after the effective date of such dividend or distribution (event retroactive to the record date, if any, for such event in the case of a dividend or distribution and immediately after the foregoing clause effective date in the case of a subdivision, split or combination. (A)ii) In case of any capital reorganization or any reclassification of the capital stock of the Corporation (whether pursuant to a merger or consolidation or otherwise), each share of Series A Preferred shall thereafter be convertible into the number of shares of stock or at the opening of business on the day following the day on which other securities or property receivable upon such subdivision, combination capital reorganization or reclassification becomes effective (in of capital stock, as the cases of the foregoing clauses (B)case may be, (C) and (D)), shall be adjusted and shall become effective immediately so that the by a holder of any Series E Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that into which such holder would have owned or have been entitled to receive after the happening share of any of the events described above had such Series E A Preferred Stock been converted was convertible immediately prior to such capital reorganization or reclassification of capital stock; and, in any case, appropriate adjustment (as determined in good faith by the record date (in Board) shall be made for the case application of the foregoing clause (A)) or provisions of this Section 6D with respect to the effective date (in the cases rights and interests thereafter of the foregoing clauses (B)holders of Series A Preferred to the end that the provisions set forth in this Section 6 shall thereafter be applicable, (C) and (D))as nearly as reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the conversion of shares of Series A Preferred. (iiiii) If In case of any consolidation of the Corporation shallwith, while or merger of the Corporation into, any shares other Person, any merger of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock another Person into the Corporation (other than a merger which does not result in any issuances pursuant reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) or any sale or transfer of all or substantially all of the assets of the Corporation to the Corporation’s existing compensation arrangements for its directorsentity formed by such consolidation or resulting from such merger or which acquires such assets, officersas the case may be, employeeseach share of Series A Preferred shall thereafter be convertible into the kind and amount of securities, consultants cash and agents other property receivable upon such consolidation, merger, sale or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved transfer by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as holder of the record date for the determination of stockholders entitled to receive such rights or warrants, then the Conversion Ratio in effect at the opening of business on the day next following such record date shall be adjusted to equal the ratio determined by dividing (A) the Conversion Ratio in effect at the opening of business on the day next following such record date by (B) a fraction, the numerator of which shall be the sum of (I) the number of shares of Common Stock outstanding on into which a share of Series A Preferred may have been converted immediately prior to such consolidation, merger, sale or transfer. Adjustments for events subsequent to the close effective date of business on such a consolidation, merger, sale or transfer of assets shall be as nearly equivalent as may be practicable to the date fixed adjustments provided for in this Section 6D. In any such determination plus (II) event, effective provisions shall be made in the number certificate or articles of shares incorporation of Common Stock the resulting or surviving corporation, in any contract of sale, merger, conveyance, lease, transfer or otherwise so that the aggregate proceeds to provisions set forth in this Section 6D for the Corporation from protection of the exercise rights of such rights or warrants for Common Stock would purchase at such Average Closing Price, and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding on the close of business on the date fixed for such determination and (Y) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. Such adjustment shall become effective immediately after the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders of Common Stock the Series A Preferred shall thereafter continue to subscribe for be applicable; and any such resulting or purchase surviving corporation shall expressly assume the obligation to deliver, upon exercise, such shares of Common Stock at a per share price that is less than such Average Closing Pricestock, all consideration received other securities, cash and property. The provisions of this paragraph shall similarly apply to successive consolidations, mergers, sales, leases or transfers. (iv) The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation upon issuance Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6D and upon exercise in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights or warrants of the holders of the Series A Preferred against impairment. (v) Notwithstanding the foregoing provisions of this Section 6D, no adjustment to the Conversion Ratio shall be required unless such adjustment would require an increase or decrease in such Conversion Ratio of at least 1%; provided, however, that any adjustments which by reason of this Section 6D are not required to be made shall be carried forward and taken into accountaccount in any subsequent adjustment. (vi) Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 6D, the value Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred a certificate setting forth such consideration, if adjustment or readjustment and showing in a form other than cash, to be determined by detail the Board of Directors in the reasonable exercise of their business judgmentfacts upon which such adjustment or readjustment is based.

Adjustment of Conversion Ratio. The Conversion Ratio shall will be adjusted subject ------------------------------ to adjustment from time to time as follows: (a) In case the Company shall at any time or from time to time after November __, 1998 (i) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock Stock, (which, for ii) subdivide the avoidance of doubt, shall not include any dividends paid in outstanding shares of Series E Preferred Stock pursuant to Section 2(b)))Common Stock, (B) subdivide its outstanding Common Stock into a greater number of shares, (Ciii) combine its the outstanding shares of Common Stock into a smaller number of shares or (Div) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive receive, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock that or other securities of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursu ant to this clause (a) shall become effective (x) in the case of any such dividend or distribu tion, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record date corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 8.6 applies. (b) In case the Company shall at any time or from time to time after November __, 1998 declare, order, pay or make a dividend or other distribution (including, without limita tion, any distribution of stock or other securities or property or rights or warrants to sub scribe for securities of the Company or any of its Subsidiaries by way of dividend, on its Common Stock, other than dividends or distributions of shares of Common Stock which are referred to in Section 8.5(a), then, and in each such case, the Conversion Ratio and the Con version Price shall be adjusted so that the holder of each Note shall be entitled to equal receive, upon the ratio conversion thereof, for each $100 of outstanding principal amount of Notes, the number of shares of Common Stock determined by dividing multiplying (Ai) the applicable Conversion Ratio in effect at the opening of business on the day next following such immediately prior to the record date fixed for the determination of stock holders entitled to receive such dividend or distribution by (Bii) a fraction, the numerator of which shall be the sum Current Market Price of (I) the number of shares of Common Stock outstanding on for the close period of business on the date fixed for twenty (20) Trading Days preceding such determination plus (II) the number of shares of Common Stock that the aggregate proceeds to the Corporation from the exercise of such rights or warrants for Common Stock would purchase at such Average Closing Pricerecord date, and the denominator of which shall be such Current Market Price of the sum Common Stock less the Fair Market Value per share of Common Stock (Xas determined in good faith by the Board of Directors and supported by an opinion from an investment banking firm of recognized national standing acceptable to holders of a majority of the Notes) of such dividend or distribution. No adjustment shall be made pursuant to this Section 8.5(b) in connection with any transaction to which Section 8.6 applies. (c) For purposes of this Section 8.5, the number of shares of Common Stock at any time outstanding on the close of business on the date fixed for such determination and (Y) the number of additional shall not include any shares of Common Stock offered then owned or held by or for subscription the account of the Company. (d) The term "dividend," as used in this Section 8.5, shall mean a dividend or purchase pursuant other distribution upon stock of the Company as well as any consideration granted to such rights or warrants. Such adjustment shall become effective immediately after a shareholder for the opening release of business on a claim against the day immediately following such record date. In determining whether any rights or warrants entitle the holders of Common Stock to subscribe for or purchase shares of Common Stock at a per share price that is less than such Average Closing Price, all consideration received by the Corporation upon issuance and upon exercise of such rights or warrants shall be taken into account, the value of such consideration, if in a form other than cash, to be determined by the Board of Directors in the reasonable exercise of their business judgmentCompany.

Adjustment of Conversion Ratio. The Conversion Ratio shall Price will be adjusted subject to adjustment from time to time as follows: (ia) If In case the Corporation shall, while Company shall at any shares of Series E Preferred Stock are outstanding, time or from time to time after the date hereof (A) pay a dividend dividend, or make a distribution with respect to its capital stock distribution, on the outstanding shares of Common Stock in shares of its Common Stock (which, for the avoidance of doubt, shall not include any dividends paid in shares of Series E Preferred Stock pursuant to Section 2(b)))Stock, (B) subdivide its the outstanding shares of Common Stock into a greater number of shares, Stock; (C) combine its the outstanding shares of Common Stock into a smaller number of shares shares; or (D) issue by reclassification of the shares of Common Stock any shares of capital stock by reclassification of its Common Stockthe Company, then, and in each such case, the Conversion Ratio Price in effect at immediately prior to such event or the opening of business on the day next following the record date fixed for the determination of stockholders entitled to receive such dividend or distribution (in the case of the foregoing clause (A))therefor, or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective (in the cases of the foregoing clauses (B), (C) and (D))whichever is earlier, shall be adjusted and shall become effective immediately so that the holder Holder of any Series E Preferred Stock Note thereafter surrendered for conversion into Common Stock shall be entitled to receive the number of shares of Common Stock of the Company that such holder Holder would have owned or would have been entitled to receive after the happening of any of the events described above above, had such Series E Preferred Stock Notes been converted surrendered for conversion immediately prior to the happening of such event or the record date therefor, whichever is earlier. An adjustment made pursuant to this clause (a) shall become effective (x) in the case of any such dividend or distribution, immediately after the foregoing clause (A)) or the effective date (in the cases close of the foregoing clauses (B), (C) and (D)). (ii) If the Corporation shall, while any shares of Series E Preferred Stock are outstanding, issue rights, options or warrants to holders of Common Stock (other than any issuances pursuant to the Corporation’s existing compensation arrangements for its directors, officers, employees, consultants and agents or any future compensation arrangements for its directors, officers, employees, consultants and agents that are approved by the Corporation’s compensation committee) entitling them to subscribe for or purchase Common Stock at a price per share less than the Average Closing Price, measured as of business on the record date for the determination of stockholders holders of shares of Common Stock entitled to receive such rights dividend or warrantsdistribution, then or (y) in the Conversion Ratio in effect case of such subdivision, reclassification or combination, at the opening close of business on the day next following upon which such record corporate action becomes effective. No adjustment shall be made pursuant to this clause (a) in connection with any transaction to which Section 9.7 applies. (b) Except for issuances pursuant to Schedule 9.6(b), (i) if at any time the Company shall issue shares of Common Stock (or rights, warrants or other securities convertible into or exchangeable for shares of Common Stock (collectively "Convertible Securities")) at a price per share (or -26- 27 having a conversion price per share) less than the Conversion Price per share of Common Stock as of the date of issuance of such shares (or, in the case of Convertible Securities, less than the Conversion Price as of the date of issuance of the Convertible Securities in respect of which shares of Common Stock were issued), including, without limitation, any shares of Common Stock issued by the Company upon the conversion of the Call Debentures or (ii) if on any Conversion Date, there are Call Debentures outstanding and the Ramius Conversion Price is below the Conversion Price (regardless of whether any shares of Common Stock have been issued to holders of the Call Debentures), then the Conversion Price shall be adjusted to equal the ratio determined by dividing multiplying (A) the Conversion Ratio Price in effect at the opening of business on the day next following immediately prior to such record date by (B) a fraction, the numerator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination plus and (II2) the number of shares of Common Stock that purchasable with the aggregate proceeds to consideration receivable by the Corporation from Company for the exercise total number of such rights or warrants for shares of Common Stock would purchase at such Average Closing Priceso issued (or into which the rights, warrants or other convertible securities may convert), and the denominator of which shall be the sum of (Xx) the number of shares of Common Stock outstanding on the close of business on the such date fixed for such determination and (Yy) the number of additional shares of Common Stock offered issued (or into which the Convertible Securities may convert). Notwithstanding anything to the contrary contained herein, (a) in calculating any adjustment to the Conversion Price pursuant to clause (ii) above, once shares of Common Stock are actually issued upon the conversion of the Call Debentures, only those shares of Common Stock that remain issuable under those Call Debentures which have not yet been converted shall be taken into consideration and (b) on any date that the Company issues any shares of Common Stock pursuant to the Call Debentures, the Company shall, on the same date, deliver a notice to the Collateral Agent specifying whether any adjustment to the Conversion Price will be required pursuant to this Section 9.6 as a result of such issuance. An adjustment made pursuant to this Section 9.6(b) shall be made on the next Business Day following the date on which any such issuance is made and shall be effective retroactively to the close of business on the date of such issuance. For purposes of this Section 9.6(b), the aggregate consideration receivable by the Company in connection with the issuance of shares of Common Stock or of Convertible Securities shall be deemed to be equal to the sum of the aggregate offering price (before deduction of underwriting discounts or commissions and expenses payable to third parties) of all such Common Stock and Convertible Securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such Convertible Securities. The issuance or reissuance of any shares of Common Stock (whether treasury shares or newly issued shares) pursuant to (i) a dividend or distribution on, or subdivision, combination or reclassification of, the outstanding shares of Common Stock requiring an adjustment in the Conversion Price pursuant to Section 9.6(a) or (ii) any stock option plan or program of the Company currently in effect involving the grant of options to employees of the Company at the Current Market Price shall not be deemed to constitute an issuance of Common Stock or Convertible Securities by the Company to which this Section 9.6(b) applies. No adjustment shall be made pursuant to this Section 9.6(b) in connection with any transaction to which Section 9.7 applies. (c) In case the Company shall at any time or from time to time after the date hereof declare, order, pay or make a dividend or other distribution (including, without limitation, any distribution of stock or other securities or property or Convertible Securities of the Company or any of its Subsidiaries by way of dividend or spinoff), on its Common Stock, then, and in each such case, the Conversion Price shall be adjusted by multiplying (1) the applicable Conversion Price on the day immediately prior to the record date fixed for subscription the determination of stockholders entitled to receive such dividend or purchase distribution by (2) a fraction, the numerator of which shall be the average Current Market Price of the Common Stock for the period of 20 Trading Days preceding such record date, and the denominator of which shall be such average Current Market Price of the Common Stock less the Fair Market Value per share of Common Stock (as determined in good faith by the board of directors of the Company, a certified resolution with respect to which shall be mailed to each Holder) of such dividend or distribution. No adjustment shall be made pursuant to this Section 9.6(c) in connection with any transaction to which Section 9.7 applies. (d) In case a tender or exchange offer made by the Company or any Affiliate of the Company for all or any portion of the Common Stock shall expire and such tender or exchange offer shall involve the payment by the Company or such Affiliate of consideration per share of Common Stock having a Fair Market Value at the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such rights tender or warrants. Such adjustment exchange offer (as it shall have been amended) that exceeds the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the effectiveness of the Conversion Price reduction contemplated by this subsection (d) by a fraction (which shall not be greater than one) of which the numerator shall be the number of shares of Capital Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time and of which the denominator shall be the sum of (i) the Fair Market Value of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (ii) the product of the number of shares of Capital Stock outstanding (less any Purchased Shares) at the Expiration Time and the Current Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become retroactively effective immediately after prior to the opening of business on the day immediately following such record date. In determining whether any rights or warrants entitle the holders Expiration Time. (e) For purposes of Common Stock to subscribe for or purchase this Section 9.6, the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Company. (f) The term "dividend," as used in this Section 9.6, shall mean a per share price that is less than such Average Closing Pricedividend or other distribution upon Capital Stock of the Company. (g) Anything in this Section 9.6 to the contrary notwithstanding, all consideration received by the Corporation upon issuance Company shall not be required to give effect to any adjustment in the Conversion Price unless and upon exercise until the net effect of such rights one or warrants more adjustments (each of which shall be taken into accountcarried forward), the value of such considerationdetermined as above provided, if shall have resulted in a form other change of the Conversion Price by at least one one-hundredth of one share of Common Stock, and when the cumulative net effect of more than cashone adjustment so determined shall be to change the Conversion Price by at least one one-hundredth of one share of Common Stock, to such change in Conversion Price shall thereupon be determined given effect. (h) The certificate of any firm of independent public accountants of recognized national standing selected by the Board of Directors (which may be the firm of independent public accountants regularly employed by the Company) shall be presumptively correct for any computation made under this Section 9.6. (i) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to stockholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the reasonable number of shares of Common Stock issuable upon exercise of their business judgmentthe right of conversion granted by this Section 9.6 or in the Conversion Price then in effect shall be required by reason of the taking of such record.