Common use of Adjustment of Conversion Terms Clause in Contracts

Adjustment of Conversion Terms. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of its Common Stock to its stockholders, the number of Shares convertible pursuant to this Debenture immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of Shares convertible pursuant to this Note immediately prior to such combination shall be proportionately decreased in each instance. Whenever the number of shares of Common Stock convertible pursuant to this Debenture is required to be adjusted as provided in the above paragraph, the exercise price shall be adjusted (to the nearest cent) in each instance by multiplying such conversion price per share immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so convertible immediately thereafter. In case the Company shall, at any time prior to the expiration date of the Debenture and prior to the conversion thereof, offer to the holders of it Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered holders of the Debenture not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the holders to participate in such off or subscription shall terminate if the Debenture shall not be converted before the date of such closing of the books or such record date. If the Company shall take any action affecting the shares of its Common Stock, other than that action described in this Debenture, which, in the opinion of the Company would materially affect the rights of the holders of the Debenture or the conversion price per shares of Common Stock convertible shall be adjusted in each instance and at such time as the Company, in good faith, may determine to be equitable under the circumstances. The adjustments determined by the Company shall be final, binding and conclusive. Any changes or adjustments in the number of shares of Common Stock convertible or in the conversion price of the Debenture, as required or authorized by this section, shall be made with respect to all authorized Debentures whether or not they have yet been issued or outstanding at the time of the occurrence of the circumstances leading to such change or adjustment.

Adjustment of Conversion Terms. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of its Common Stock to its stockholders, the number of Shares convertible pursuant to this Debenture immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of Shares convertible pursuant to this Note immediately prior to such combination shall be proportionately decreased in each instance. Whenever the number of shares of Common Stock convertible pursuant to this Debenture is required to be adjusted as provided in the above paragraph, the exercise price shall be adjusted (to the nearest cent) in each instance by multiplying such conversion price per share immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so convertible immediately thereafter. In case the Company shall, at any time prior to the expiration date of the Debenture and prior to the conversion thereof, offer to the holders of it Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered holders of the Debenture not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the holders to participate in such off or subscription shall terminate if the Debenture shall not be converted before the date of such closing of the books or such record date. If the Company shall take any action affecting the shares of its Common Stock, other than that action described in this Debenture, which, in the opinion of the Company would materially affect the rights of the holders of the Debenture or the conversion price per shares of Common Stock convertible shall be adjusted in each instance and at such time as the CompanyCompany , in good faith, may determine to be equitable under the circumstances. The adjustments determined by the Company shall be final, binding and conclusive. Any changes or adjustments in the number of shares of Common Stock convertible or in the conversion price of the Debenture, as required or authorized by this section, shall be made with respect to all authorized Debentures whether or not they have yet been issued or outstanding at the time of the occurrence of the circumstances leading to such change or adjustment.

Adjustment of Conversion Terms. The Conversion Shares to be issued upon Conversion shall be subject to adjustment from time to time upon the happening of certain events while the right of Conversion specified by the provisions of this Agreement remains outstanding, as follows: (a) If the Company shall Borrower at any time subdivide shall consolidate with or merge into or sell or convey all or substantially all its outstanding assets, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the Conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance, the foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Agreement shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance. (b) If the Borrower at any time shall, by subdivision, combination or reclassification of securities, or otherwise, change any of the securities then purchasable upon the exercise of the Conversion or purchase right specified by the provisions of this Agreement into the same or a different number of securities of any class or classes, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities as would have been issuable as the result of such change with respect to the securities which were subject to such Conversion or purchase right immediately prior to such subdivision, combination, reclassification or other change. If shares of Common Stock by recapitalization, reclassification are subdivided or split-up thereof, combined into a greater or if the Company shall declare a stock dividend or distribute shares of its Common Stock to its stockholders, the smaller number of Shares convertible pursuant to this Debenture immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereofStock, the number of Shares convertible pursuant to this Note immediately prior to such combination Conversion shall be proportionately decreased in each instance. Whenever case of subdivision of shares or proportionately increased in the case of combination of shares, in both situations by the ratio which the total number of shares of Common Stock convertible pursuant to this Debenture is required to be adjusted as provided in outstanding immediately after the above paragraph, the exercise price shall be adjusted (occurrence of such event bears to the nearest cent) in each instance by multiplying such conversion price per share immediately prior to such adjustment by a fraction (x) the numerator of which shall be the total number of shares of Common Stock purchasable issued and outstanding immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so convertible immediately thereafter. In case the Company shall, at any time prior to the expiration date of the Debenture and prior to the conversion thereof, offer to the holders of it Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered holders of the Debenture not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the holders to participate in such off or subscription shall terminate if the Debenture shall not be converted before the date of such closing of the books or such record date. If the Company shall take any action affecting the shares of its Common Stock, other than that action described in this Debenture, which, in the opinion of the Company would materially affect the rights of the holders of the Debenture or the conversion price per shares of Common Stock convertible shall be adjusted in each instance and at such time as the Company, in good faith, may determine to be equitable under the circumstances. The adjustments determined by the Company shall be final, binding and conclusive. Any changes or adjustments in the number of shares of Common Stock convertible or in the conversion price of the Debenture, as required or authorized by this section, shall be made with respect to all authorized Debentures whether or not they have yet been issued or outstanding at the time of the occurrence of the circumstances leading to such change or adjustmentevent.

Adjustment of Conversion Terms. The Conversion Shares to be issued upon Conversion shall be subject to adjustment from time to time upon the happening of certain events while the right of Conversion specified by the provisions of this Agreement remains outstanding, as follows: (a) If the Company shall Enterra at any time subdivide shall consolidate with or merge into or sell or convey all or substantially all its outstanding assets, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the Conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance, the foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Agreement shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance. (b) If Enterra at any time shall, by subdivision, combination or reclassification of securities, or otherwise, change any of the securities then purchasable upon the exercise of the Conversion or purchase right specified by the provisions of this Agreement into the same or a different number of securities of any class or classes, the provisions of this Agreement shall thereafter evidence the right to purchase such number and type of securities as would have been issuable as the result of such change with respect to the securities which were subject to such Conversion or purchase right immediately prior to such subdivision, combination, reclassification or other change. If shares of Common Stock by recapitalization, reclassification are subdivided or split-up thereof, combined into a greater or if the Company shall declare a stock dividend or distribute shares of its Common Stock to its stockholders, the smaller number of Shares convertible pursuant to this Debenture immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereofStock, the number of Shares convertible pursuant to this Note immediately prior to such combination Conversion shall be proportionately decreased in each instance. Whenever case of subdivision of shares or proportionately increased in the case of combination of shares, in both situations by the ratio which the total number of shares of Common Stock convertible pursuant to this Debenture is required to be adjusted as provided in outstanding immediately after the above paragraph, the exercise price shall be adjusted (occurrence of such event bears to the nearest cent) in each instance by multiplying such conversion price per share immediately prior to such adjustment by a fraction (x) the numerator of which shall be the total number of shares of Common Stock purchasable issued and outstanding immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so convertible immediately thereafter. In case the Company shall, at any time prior to the expiration date of the Debenture and prior to the conversion thereof, offer to the holders of it Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered holders of the Debenture not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the holders to participate in such off or subscription shall terminate if the Debenture shall not be converted before the date of such closing of the books or such record date. If the Company shall take any action affecting the shares of its Common Stock, other than that action described in this Debenture, which, in the opinion of the Company would materially affect the rights of the holders of the Debenture or the conversion price per shares of Common Stock convertible shall be adjusted in each instance and at such time as the Company, in good faith, may determine to be equitable under the circumstances. The adjustments determined by the Company shall be final, binding and conclusive. Any changes or adjustments in the number of shares of Common Stock convertible or in the conversion price of the Debenture, as required or authorized by this section, shall be made with respect to all authorized Debentures whether or not they have yet been issued or outstanding at the time of the occurrence of the circumstances leading to such change or adjustmentevent.