Common use of Antidilution Adjustments Clause in Contracts

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of Series F Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of shares of Series F Preferred Stock (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares,(y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(d)), then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series F Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7 (d)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of the Series F A Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of shares of the Series F A Preferred Stock (w) pay a dividend or make a distribution (other than a dividend or distribution in which holders of shares of Series A Preferred Stock participate, in the manner provided in Section 3) on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares,(yshares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(d7(c)), then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F A Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series F A Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7 (d)(i7(c)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of the Series F C-1 Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of shares of the Series F C-1 Preferred Stock (w) pay a dividend or make a distribution (other than a dividend or distribution in which holders of shares of Series C-1 Preferred Stock participate, in the manner provided in Section 3) on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares,(yshares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(d7(c)), then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F C-1 Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series F C-1 Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7 (d)(i7(c)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of Series F Preferred Stock, shall price in effect at any time will be subject to adjustment as follows: (a) In case the Company (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of declares a dividend on its Shares payable in shares of Series F Preferred Stock (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stockits capital stock, (xii) subdivide the subdivides its outstanding shares of Common Stock into a larger number of shares,(yShares, (iii) combine the combines its outstanding shares of Common Stock Shares into a smaller number of shares or shares, (ziv) issue issues any shares of its Capital Stock in a capital stock by reclassification of the Common Stock its Shares (other than including any such event for reclassification in connection with a consolidation or merger in which an adjustment the Company is made pursuant to another clause the continuing person) or (v) otherwise changes the number of this Section 7(d)), then, and in each such caseShares outstanding without receiving fair consideration therefor, the Conversion Price conversion price in effect immediately prior to at the time of the record date for such event shall dividend or of the effective date of such subdivision, combination or reclassification will be proportionately adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F Preferred Stock thereafter surrendered for conversion shall IBP will be entitled to receive the aggregate number of shares of Common Stock Shares or other securities of the Corporation Company that such holder it would have owned or would have been entitled to receive upon or by reason after the happening of any of the events described above, had such share of Series F Preferred Stock this Debenture been converted immediately prior to the occurrence happening of such eventevent (or the record date therefor). An Such adjustment will be made successively whenever any event listed above occurs. (b) In case the Company fixes a record date for the issuance of rights or warrants to the holders of its Shares entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Shares or securities convertible into Shares at a price per Share (or having an initial conversion price per share) less than the current market price per Share (as defined in paragraph (g) below) on such record date, the conversion price will be adjusted so that the same will equal the price determined by multiplying the conversion price in effect immediately prior to such record date by a fraction, of which the numerator will be the number of Shares outstanding on such record date plus the number of additional Shares which the aggregate offering price of the total number of Shares so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such current market price per Share, and of which the denominator will be the number of Shares outstanding on such record date plus the number of Shares offered for subscription or purchase (or into which the convertible securities so offered are initially convertible). Such adjustment will be made successively whenever such a record date is fixed. If such rights or warrants are not so issued, the conversion price will again be adjusted to be the conversion price which would then be in effect if such record date had not been fixed, but such subsequent adjustment will not affect the number of Shares issued upon any conversion prior to the date such adjustment is made. (c) In case the Company fixes a record date for the making of a distribution to the holders of its Shares (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing person) of evidences of its indebtedness or assets (other than cash dividends out of retained earnings) or subscription rights or warrants (excluding those referred to in paragraph (b) above), then in each such case the conversion price in effect after such record date will be determined by multiplying the conversion price in effect immediately prior to such record date by a fraction, of which the numerator will be the current market price per Share (as defined in paragraph (g) below) as of such record date less the fair market value as of such record date (as determined by the Board of Directors, whose determination will be conclusive) of the portion applicable to one Share of the assets or evidences of indebtedness or subscription rights or warrants so to be distributed, and of which the denominator will be such current market price per Share. Such adjustment will be made successively whenever such a record date is fixed; and if such distribution is not made, the conversion price will again be adjusted to be the conversion price which would be in effect if such record date had not been fixed, but such subsequent adjustment will not affect the number of Shares issued upon any conversion prior to the date such adjustment is made. (d) In case the Company issues Shares for a consideration per share less than the current market price per Share (as defined in paragraph (g) below) on the date the Company fixes the offering price for such additional Shares (excluding Shares issued (i) in any of the transactions described in paragraph (a) above, (ii) upon conversion of the Debenture, or upon conversion or exchange of other securities issued before or after the date hereof, convertible into or exchangeable for Shares, (iii) upon exercise of options or rights previously granted or granted hereafter pursuant to employee benefit or stock option plans in effect at the effective date of this Section 7 Debenture or pursuant to employee benefit or stock option plans hereafter approved by the holders of Shares, (d)(iiv) shall become effective retroactively upon exercise of rights or warrants issued to the holders of Shares, (xv) to shareholders of any corporation which merges into the Company in an arms-length transaction between the Company and one or more unaffiliated third parties in proportion to their stock holdings of such corporation immediately prior to such merger, upon such merger, or (vi) in a bona fide public offering pursuant to a firm commitment underwriting), the conversion price will be adjusted immediately after the issuance of such additional Shares so that it equals the price determined by multiplying the conversion price in effect immediately prior thereto by a fraction, of which the numerator will be the total number of shares outstanding immediately prior to the issuance of such additional shares plus the number of shares which the aggregate consideration received (determined as provided in paragraph (f) below) for the issuance of such additional Shares would purchase at such current market price per Share, and of which the denominator will be the number of Shares outstanding immediately after the issuance of such additional Shares. Such adjustment will be made successively whenever such an issuance is made. (e) In case the Company issues any securities convertible into or exchangeable for Shares for a consideration per Share initially deliverable upon conversion or exchange of such securities (determined as provided in paragraph (f) below) less than the current market price per Share (as defined in paragraph (g) below) in effect immediately prior to the issuance of such securities (excluding securities issued in transactions described in paragraphs (a), (b) and (c) above) or issued in transactions excluded from the provisions of paragraph (d) above, the conversion price will be adjusted immediately thereafter so that it equals the price determined by multiplying the conversion price in effect immediately prior thereto by a fraction, of which the numerator will be the number of Shares outstanding immediately prior to the issuance of such securities plus the number of Shares which the aggregate consideration received (determined as provided in paragraph (f) below) from the issuance of such securities would purchase at such current market price per Share, and of which the denominator will be the number of Shares outstanding immediately prior to such issuance plus the maximum number of Shares deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange price or rate. Such adjustment will be made successively whenever such an issuance is made (f) For purposes of any computation respecting consideration received pursuant to paragraphs (d) and (e) above, the following will apply: (i) in the case of the issuance of Shares for cash, the consideration will be the amount of such cash, provided that in no case will any such dividend deduction be made for any commissions, discounts or distribution, to a date immediately following other expenses incurred by the close Company for any underwriting of business on the record date for the determination of holders of Common Stock entitled to receive such dividend issuance or distribution or otherwise in connection therewith; (yii) in the case of the issuance of Shares for a consideration in whole or in part other than cash, the consideration other than cash will be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination will be conclusive; and (iii) in the case of the issuance of securities convertible into or exchangeable for Shares, the aggregate consideration received from the issuance of such securities will be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (i) and (ii) of this paragraph (f)). (g) For the purposes of any computation under paragraphs (b), (c), (d) and (e) above and under Section 2.6, the current market price per Share on any record date will be deemed to be the average of the daily closing prices for 20 consecutive Business Days commencing on the 30th Business Day before such date. The closing price for each day will be the last sale price regular way or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the New York Stock Exchange, or if the Shares are not listed or admitted to trading on such exchange, on the principal national securities exchange on which the Shares are listed or admitted to trading, or if the Shares are not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of the Shares on the Nasdaq Stock Market or any comparable system, or if the Shares are not listed on the Nasdaq Stock Market or a comparable system, the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc., selected from time to time by the Company for that purpose. (h) All calculations under this Section 2.5 will be made to the nearest cent or to the nearest one-thousandth of a Share, as the case may be. Anything in this Section 2.5 to the contrary notwithstanding, the Company will be entitled to make such reductions in the conversion price, in addition to those required by this Section 2.5, as it in its reasonable discretion determines to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or a distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its shareholders will not be taxable. (i) Whenever the conversion price is adjusted, as herein provided, the Company will promptly deliver to IBP a certificate of a firm of independent public accountants selected by the Board of Directors (who may be the regular independent accountants employed by the Company) setting forth the conversion price after such adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof. Absent manifest error, such certificate will be conclusive evidence of the correctness of such adjustment. (j) If, at any time, as a result of an adjustment made pursuant to paragraph (a) above, IBP becomes entitled to receive any shares of the Company other than Shares, thereafter the number of such other shares so receivable upon conversion of this Debenture will 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 Shares contained in paragraphs (a) to (i), inclusive, above, and the provisions of Section 2.3 and 2.6 to 2.10, inclusive, with respect to the Shares will apply on like terms to any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effectiveother shares.

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of Series F Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of shares of Series F Preferred Stock (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares,(yshares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(d)), then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series F Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7 (d)(i7(d)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of shares of the Series F D Preferred Stock, shall be subject to adjustment as follows: (i) Dividend, Subdivision, Combination or Reclassification of Common Stock. In the event that the Corporation shall at any time or from time to time, prior to conversion of shares of the Series F D Preferred Stock (w) pay a dividend or make a distribution (other than a dividend or distribution in which holders of shares of Series D Preferred Stock participate, in the manner provided in Section 3) on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares,(yshares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 7(d7(c)), then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series F D Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such share of Series F D Preferred Stock been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7 (d)(i7(c)(i) shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.