Common use of Certain Other Distributions and Adjustments Clause in Contracts

Certain Other Distributions and Adjustments. (i) If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution of: (A) cash, (B) any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than Convertible Securities or shares of Common Stock), or (C) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than Convertible Securities or shares of Common Stock), then, upon exercise of this Warrant, Holder shall be entitled to receive such dividend or distribution with respect to the amount of Common Stock received on such exercise, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto. However, in the event that at the time the Company has taken a record of the holders of its Common Stock for the purposes described above: (i) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such dividend or distribution as if Holder had exercised this Warrant. (ii) A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock and in such event, upon exercise of this Warrant, Holder shall be entitled to receive such distribution with respect to the amount of Common Stock received on such exercise, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 6(a). However, in the event that at the time the Company has reclassified its Common Stock, as described above: (i) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such distribution, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, as if Xxxxxx had exercised this Warrant.

Certain Other Distributions and Adjustments. (i) If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution of: (A) cash, (B) any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than Convertible Securities or shares of Common Stock), or (C) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than Convertible Securities or shares of Common Stock), then, upon exercise of this Warrant, Holder shall be entitled to receive such dividend or distribution with respect to the amount of Common Stock received on such exercise, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto. However, in the event that at the time the Company has taken a record of the holders of its Common Stock for the purposes described above: (i) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB OTC Markets or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such dividend or distribution as if Holder had exercised this Warrant. (ii) A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock and in such event, upon exercise of this Warrant, Holder shall be entitled to receive such distribution with respect to the amount of Common Stock received on such exercise, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 6(a). However, in the event that at the time the Company has reclassified its Common Stock, as described above: (i) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB OTC Markets or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such distribution, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, as if Xxxxxx had exercised this Warrant.

Certain Other Distributions and Adjustments. (ia) If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution (other than the Common Special Distribution or the Rights Offering) of: (Ai) cashcash (other than ordinary cash dividends paid in accordance with the dividend policy established by the Board of Directors), (Bii) any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than cash, Convertible Securities or shares Additional Shares of Common Stock), or (Ciii) any warrants or other rights (other than pursuant the Rights Offering) to subscribe for or purchase any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than cash, Convertible Securities or shares Additional Shares of Common Stock), then, upon exercise then at the time of this Warrant, Holder shall be entitled to receive such dividend or distribution with respect the Current Warrant Price shall be adjusted to equal (x) the Current Warrant Price immediately prior to such adjustment MINUS (y) the product of (A) the aggregate amount of cash so distributable, and the fair value (as determined in good faith by the Company's Board of Directors and, unless waived by the Majority Holders, supported by an opinion from an investment banking firm of recognized national standing acceptable to the amount Majority Holders) of Common Stock received on any and all such exerciseevidences of indebtedness, andshares of stock, if such dividend other securities or distribution shall have been securitiesproperty or warrants or other subscription or purchase rights so distributable, any property subsequently distributed with respect thereto. However, in MULTIPLIED BY the event that at the time the Company has taken a record of the holders of its Common Stock for the purposes described above: (iB) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such dividend or distribution as if Holder had exercised this WarrantMaximum Percentage. (iib) A reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Stock of such shares of such other class of stock and in such event, upon exercise within the meaning of this Warrant, Holder shall be entitled to receive such distribution with respect to the amount of Common Stock received on such exercise, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, paragraph (a) above and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 6(a). However, in the event that at the time the Company has reclassified its Common Stock, as described above: (i) the resale of the shares of Common Stock issuable upon exercise of this Warrant is not registered with the SEC for resale to the public under an effective registration statement; and (ii) the Common Stock issuable upon exercise of this Warrant is not quoted on the OTCBB or a similar electronic quotation system or stock exchange, Holder shall be entitled to receive such distribution, and, if such dividend or distribution shall have been securities, any property subsequently distributed with respect thereto, as if Xxxxxx had exercised this Warrant4.1.