Common use of Adjustments to Exercise Price for Certain Distributions Clause in Contracts

Adjustments to Exercise Price for Certain Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its Indebtedness (as defined in the Securities Purchase Agreement) or assets (including securities, but excluding (A) any Options or Convertible Securities, and (B) any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in subparagraph 5(b) above), then in each such case the Exercise Price then in effect shall be adjusted as of the ex-dividend date for such dividend or distribution in accordance with the formula: where E1 = the adjusted Exercise Price. E = the current Exercise Price. M = the Current Market Price per share of Common Stock on the ex-dividend date for such distribution. F = the amount of such cash dividend and/or the fair market value on such ex-dividend date of the assets, securities, rights or warrants to be distributed divided by the number of shares of Common Stock outstanding on such ex-dividend date. The Board of Directors of the Company shall determine in good faith such fair market value. Notwithstanding the foregoing, in no event shall M - F be deemed to be less than zero.

Adjustments to Exercise Price for Certain Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its Indebtedness (as defined in the Securities Purchase Agreement) or assets (including securities, but excluding (A) any Options or Convertible Securities, and (B) any dividend or distribution paid in cash out of the retained earnings of the Company and any dividend or distribution referred to in subparagraph 5(b) above), then in each such case the Exercise Price then in effect shall be adjusted as of the ex-dividend date for such dividend or distribution in accordance with the formula: E1 = E x M - F M where E1 = the adjusted Exercise Price. E = the current Exercise Price. M = the Current Market Price per share of Common Stock on the ex-dividend date for such distribution. F = the amount of such cash dividend and/or the fair market value on such ex-dividend date of the assets, securities, rights or warrants to be distributed divided by the number of shares of Common Stock outstanding on such ex-dividend date. The Board of Directors of the Company shall determine in good faith such fair market value. Notwithstanding the foregoing, in no event shall M - F be deemed to be less than zero.