Common use of Certain Dividends Clause in Contracts

Certain Dividends. In case the Company shall declare a dividend upon its Common Stock generally payable otherwise than out of retained earnings or shall distribute to all holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the date of such dividend or distribution by a fraction, the numerator of which is the Aggregate Valuation of the Company as of such date less the fair market value of the cash, securities, indebtedness, assets or rights so distributed and the denominator of which is the Aggregate Valuation of the Company. For purposes hereof, "Aggregate Valuation of the Company" shall mean the Fair Market Value of one share of the Company's Common Stock, determined in the manner set forth in Section 1(b)(iii), multiplied by the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon exercise of this Warrant, or deemed to have been issued pursuant to Subsections 3(a)(ii)(3) and 3(a)(iii)) as of such date.