Common use of Adjustments to Conversion Rate Clause in Contracts

Adjustments to Conversion Rate. (i) Adjustment to the Conversion Rate due to Stock Splits, Stock Dividend or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend or other similar event, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately increased. (ii) Adjustment Due to Consolidation, Merger, Exchange of Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C Preferred Stock, there shall be a merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or there is a sale of all or substantially all of the Company's assets that is not deemed to be a liquidation, dissolution or winding up pursuant to Section 4(a), then the Holders thereafter shall have the right to receive upon conversion of the Series C Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other assets which the Holder would have been entitled to receive in such transaction had the Series C Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders of the Series C Preferred Stock to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise thereof. The Company shall not effect any transaction described in this Section 6(d)(ii) unless (a) it first gives twenty (20) days prior written notice of such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event (during which time the Holder shall be entitled to convert its shares of Series C Preferred Stock into Common Stock to the extent permitted hereby) and (b) the resulting successor or acquiring company (if not the Company) assumes by written instrument the obligation of the Company under this Certificate of Designation, including the obligations of this Section 6(d)(ii).

Adjustments to Conversion Rate. (i) Adjustment Notwithstanding anything in this Section 8 to the contrary, no change in the Conversion Rate due shall be made until the cumulative effect of the adjustments called for by this Section 8 since the date of the last change in the Conversion Rate would change the Conversion Rate by more than 1%. However, once the cumulative effect would result in such a change, then the Conversion Rate shall be changed to Stock Splits, Stock Dividend or Other Similar Eventreflect all adjustments called for by this Section 8 and not previously made. If, prior Subject to the conversion of all of the outstanding shares of Series C Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend or other similar eventforegoing, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately increased.adjusted from time to time as follows: (iia) Adjustment Due to Consolidation, Merger, Exchange In case of Shares, Recapitalization, Reorganization any consolidation or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C Preferred Stock, there shall be a merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities merger of the Company or another entitywith any other corporation (other than a wholly owned subsidiary of the Company), or there is a in case of any sale or transfer of all or substantially all of the assets of the Company's assets that is not deemed , or in case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall, prior to or at the time of such transaction, make appropriate provision or cause appropriate provision to be a liquidation, dissolution or winding up pursuant to Section 4(a), made so that holders of each share of Preferred Stock then the Holders thereafter outstanding shall have the right thereafter to receive convert such share of Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon conversion such consolidation, merger, sale, transfer or share exchange by a holder of the Series C Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu number of the shares of Common Stock into which such share of Preferred Stock could have been converted immediately theretofore issuable prior to the effective date of such consolidation, merger, sale, transfer or share exchange. If in connection with any such consolidation, merger, sale, transfer or share exchange, each holder of shares of Common Stock is entitled to elect to receive either securities, cash or other assets upon conversioncompletion of such transaction, the Company shall provide or cause to be provided to each holder of Preferred Stock the right to elect the securities, cash or other assets into which the Preferred Stock held by such holder shall be convertible after completion of any such transaction on the same terms and subject to the same conditions applicable to holders of the Common Stock (including, without limitation, notice of the right to elect, limitations on the period in which such election shall be made and the effect of failing to exercise the election). (b) In case the Company shall (i) pay a dividend or make a distribution on its Common Stock in shares of its capital stock, securities and/or other assets (ii) subdivide its outstanding Common Stock into a greater number of shares, (iii) combine the shares of its outstanding Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares of its capital stock, then in each such case the Conversion Rate in effect immediately prior thereto shall be proportionately adjusted so that the holder of any Preferred Stock thereafter surrendered for conversion shall be entitled to receive, to the extent permitted by applicable law, the number and kind of shares of capital stock of the Company which the Holder such holder would have owned or have been entitled to receive in after the happening of such transaction event had the Series C such Preferred Stock been converted immediately prior to the record date for such transactionevent (or if no record date is established in connection with such event, the effective date for such action). An adjustment pursuant to this subparagraph (b) shall become effective immediately after the record date in the case of a stock dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. (c) In case the Company shall at any time prior to February 23, 2001 (i) except pursuant to (A) 1,103,667 options and 3,634,208 warrants outstanding as of the date hereof or (B) securities issued in compliance with Section 9(d) of the Stock Purchase Agreement, dated February 24, 1998, between the Company and Harvest States Cooperatives (the "Stock Purchase Agreement"), issue or sell any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issuance or sale, (ii), except for securities issued in compliance with Section 9(d) of the Stock Purchase Agreement, issue or sell any warrants, options or other rights to acquire shares of its Common Stock at a purchase price less than the Conversion Price in effect immediately prior to the time of such issuance or sale, or (iii) issue or sell any other securities that are convertible into shares of Common Stock for a purchase or exchange price less than the Conversion Price in effect immediately prior to the time of such issuance or sale then, upon such issuance or sale, the Conversion Rate shall be increased by reducing the Conversion Price to the price at which such shares of Common Stock are being issued or sold by the Company or the price at which such other securities are exercisable or convertible into shares of the Company's Common Stock, and then adjusting the Conversion Rate to $1,000.00 divided by the new Conversion Price. (d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights or warrants to purchase securities of the Company referred to in subparagraph (c) above, any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in subparagraph (b) above), then in each such case appropriate provisions the Conversion Rate then in effect shall be adjusted in accordance with the formula C1 = the adjusted Conversion Rate. C = the current Conversion Rate. M = the Current Market Price per share of Common Stock on the record date mentioned below. F = the amount of such cash dividend and/or the fair market value on the record date of the assets, securities, rights or warrants to be distributed divided by the number of shares of Common Stock outstanding on the record date. The Board of Directors of the Company shall determine in good faith such fair market value. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution. (e) All calculations hereunder shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. (f) In the event that at any time, as a result of an adjustment made pursuant to subparagraph(a) or (b) above, the holder of any Preferred Stock thereafter surrendered for conversion shall become entitled to receive securities, cash or assets other than Common Stock, the number or amount of such securities or property so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the rights and interests of the Holders of the Series C Preferred Common Stock to the end that the provisions hereof shall thereafter be applicable, contained in subparagraphs (a) through (e) above. Except as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise thereof. The Company shall not effect any transaction described otherwise provided above in this Section 6(d)(ii) unless 8, no adjustment in the Conversion Rate shall be made in respect of any conversion for share distributions or dividends theretofore declared and paid or payable on the Common Stock. Whenever the Conversion Rate is adjusted, the Company shall give notice by mail at the time of, and together with, the next dividend payment to the holders of record of Preferred Stock, setting forth the adjustment and the new Conversion Rate. Notwithstanding the foregoing notice provisions, failure by the Company to give such notice or a defect in such notice shall not affect the binding nature of such corporate action of the Company. Whenever the Company shall propose to take any of the actions specified in subparagraphs (a), (b), (c) it or (d) of the first gives twenty (20) paragraph of this Section 8 which would result in any adjustment in the Conversion Rate, the Company shall cause a notice to be mailed at least 30 days prior written notice to the date on which the books of the Company will close or on which a record will be taken for such action to the holders of record of the outstanding Preferred Stock on the date of such merger, consolidation, exchange notice. Such notice shall specify the action proposed to be taken by the Company and the date as of shares, recapitalization, reorganization which holders of record of the Common Stock shall participate in any such actions or other similar event (during which time the Holder shall be entitled to convert its shares of Series C Preferred Stock into exchange their Common Stock for securities or other property, as the case may be. Failure by the Company to give such notice or any defect in such notice shall not affect the extent permitted herebyvalidity of the transaction. Notwithstanding any other provision of this Section 8, no adjustment in the Conversion Rate need be made (A) and for a change in par value of the Common Stock not involving a subdivision or combination described in clause (ii) or (iii) of subparagraph (b) the resulting successor or acquiring company (if not the Company) assumes by written instrument the obligation of the Company under this Certificate of Designation, including the obligations first paragraph of this Section 6(d)(ii8 or (B) after the Preferred Stock becomes convertible solely into cash (and no interest shall accrue on the cash).

Adjustments to Conversion Rate. (i) Adjustment In the event that the Corporation sells Common Stock at a price below the fair market value of such Common Stock or issues options to purchase Common Stock at a price below the Conversion Rate due to Stock Splits, Stock Dividend or Other Similar Event. If, prior to the conversion of all fair market value of the outstanding shares of Series C Preferred Stock, the number of outstanding shares of Common Stock on the date the option is increased granted (as determined by a stock split, stock dividend the Corporation's Board of Directors or other similar eventany special committee of independent directors thereof), the Conversion Rate shall be proportionately reduced, adjusted to equal the product obtained by multiplying the Conversion Rate in effect immediately prior to such sale (or if issuance) by the number quotient obtained by dividing (i) the fair market value of outstanding shares a share of Common Stock is decreased at the time of such sale (or issuance) by a (ii) the per share price at which such Common Stock was sold (or in the case of an option, the lowest price at which such option may be exercised). In the event of any split, distribution, recapitalization or combination or reclassification of sharesthe Common Stock, or other similar event, then the Conversion Rate shall be proportionately increased. (ii) Adjustment Due to Consolidation, Merger, Exchange adjusted so that the holder of Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to a share of Series I Preferred Stock will receive upon surrendering such share for conversion the conversion of all aggregate percentage of the outstanding shares of Series C Preferred StockCommon Stock that such holder would have received if the share had been submitted for conversion immediately prior to such split, there distribution, recapitalization, combination, or other similar event. If the Corporation shall be a party to any merger, consolidation, exchange of sharesshare exchange, recapitalizationseparation, reorganization or liquidation of the Corporation, or other similar eventevent (collectively, an "Event"), as a result of which shares of Common Stock of the Corporation shall be changed into the same or a different number of shares percentage of the same or another class or classes type of stock Common Stock or securities of the Company Corporation or another entity, or there is a sale of all or substantially all of the Company's assets that is not deemed to be a liquidation, dissolution or winding up pursuant to Section 4(a), then the Holders thereafter Conversion Rate shall have be adjusted so that a holder submitting shares of Series I Preferred Stock for conversion after such Event shall receive the right to receive upon conversion of the Series C Preferred Stock, upon the basis aggregate percentage and upon the terms and conditions specified herein and in lieu of the shares type of Common Stock immediately theretofore issuable upon conversion, or securities of the Corporation or another entity that such stock, securities and/or other assets which the Holder holder would have received if the share had been entitled to receive in such transaction had the Series C Preferred Stock been converted submitted for conversion immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders of the Series C Preferred Stock to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise thereof. The Company shall not effect any transaction described in this Section 6(d)(ii) unless (a) it first gives twenty (20) days prior written notice of such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event (during which time the Holder shall be entitled to convert its shares of Series C Preferred Stock into Common Stock to the extent permitted hereby) and (b) the resulting successor or acquiring company (if not the Company) assumes by written instrument the obligation of the Company under this Certificate of Designation, including the obligations of this Section 6(d)(ii)Event.

Adjustments to Conversion Rate. (i) Adjustment to the Conversion Rate due to Stock Splits, Stock Dividend or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C B Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend or other similar event, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately increased. (ii) Adjustment Due to Consolidation, Merger, Exchange of Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C B Preferred Stock, there shall be a merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or there is a sale of all or substantially all of the Company's assets that is not deemed to be a liquidation, dissolution or winding up pursuant to Section 4(a), then the Holders thereafter shall have the right to receive upon conversion of the Series C B Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other assets which the Holder would have been entitled to receive in such transaction had the Series C B Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders of the Series C B Preferred Stock to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise thereof. The Company shall not effect any transaction described in this Section 6(d)(ii) unless (a) it first gives twenty (20) days prior written notice of such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event (during which time the Holder shall be entitled to convert its shares of Series C B Preferred Stock into Common Stock to the extent permitted hereby) and (b) the resulting successor or acquiring company (if not the Company) assumes by written instrument the obligation of the Company under this Certificate of Designation, including the obligations of this Section 6(d)(ii).

Adjustments to Conversion Rate. (i) Adjustment to the Conversion Rate due to Stock Splits, Stock Dividend or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend or other similar event, the Conversion Rate shall be proportionately reduced, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Conversion Rate shall be proportionately increased. (ii) Adjustment Due to Consolidation, Merger, Exchange of Shares, Recapitalization, Reorganization or Other Similar Event. If, prior to the conversion of all of the outstanding shares of Series C Preferred Stock, there shall be a merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event, as a result of which shares of Common Stock shall be changed into the same or a different number of shares of the same or another class or classes of stock or securities of the Company or another entity, or there is a sale of all or substantially all of the Company's assets that is not deemed to be a liquidation, dissolution or winding up pursuant to Section 4(a), then the Holders thereafter shall have the right to receive upon conversion of the Series C Preferred Stock, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities and/or other assets which the Holder would have been entitled to receive in such transaction had the Series C Preferred Stock been converted immediately prior to such transaction, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holders of the Series C Preferred Stock to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities thereafter deliverable upon the exercise thereof. The Company shall not effect any transaction described in this Section 6(d)(ii6(c)(ii) unless (a) it first gives twenty (20) days prior written notice of such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event (during which time the Holder shall be entitled to convert its shares of Series C Preferred Stock into Common Stock to the extent permitted hereby) and (b) the resulting successor or acquiring company (if not the Company) assumes by written instrument the obligation of the Company under this Certificate of Designation, including the obligations of this Section 6(d)(ii6(c)(ii).