Common use of Certain Other Dividends and Distributions Clause in Contracts

Certain Other Dividends and Distributions. In case at any time or from time to 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 (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or (b) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); or (c) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii) the denominator of which shall be such Exercise Price per share minus the portion applicable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holders. A reclassification of the Common Stock 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 within the meaning of this Section 4.3 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.2 hereof.

Certain Other Dividends and Distributions. In case With respect to any securities which are of the same class and series as any Warrant Stock for which this Warrant is exercisable pursuant to Section 2 hereof, if at any time or from time to time the Company shall take fix a record of the holders of its Common Stock date for the purpose of entitling them determining the holders of such securities entitled to receive any dividend or other distribution of (a) cash (other than including any such distribution made in connection with a cash dividend consolidation or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extentmerger, but only excluding any distribution referred to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or subparagraph (b) above) of (i) any evidence of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including any securities convertible into such securities but excluding Common StockStock for which an adjustment is made pursuant to Section 12(a)) or any other securities or property of any nature whatsoever whatsoever, or (other than cash and other than Convertible Securities or Additional Shares of Common Stock); or (cii) any warrants or other rights to subscribe for or purchase any evidences evidence of its indebtedness (other than Convertible Securities)indebtedness, any shares of its stock (other than Additional Shares of including any securities convertible into such securities but excluding Common StockStock for which an adjustment is made pursuant to Section 12(a)) or any other of its securities or its property of any nature whatsoever (other than normal cash and other than Convertible Securities dividends or Additional Shares of Common Stockcash distributions permitted under applicable law), then the number of shares of Common Warrant Stock thereafter comprising a Stock Unit for which this Warrant is exercisable, the Maximum Price and the related Vested Price shall be adjusted to that number determined by multiplying as follows: (A) the number of shares of Common Warrant Stock comprising a for which this Warrant is exercisable shall be adjusted to equal the number of shares of Warrant Stock Unit for which this Warrant is exercisable immediately prior to such adjustment distribution or dividend multiplied by a fraction fraction, (i1) the numerator of which shall be either (i) the Exercise Current Market Price at per share of Warrant Stock on such record date or (ii) if the date Warrant Stock is not quoted on Nasdaq or is not listed on a Market, the fair market value determined in accordance with the procedures set forth in clause (ii) of taking such recordparagraph 3 hereof, and (ii2) the denominator of which shall be such Exercise either (i) the Current Market Price per share of the Warrant Stock on such record date or (ii) if the Warrant Stock is not quoted on Nasdaq or is not listed on a Market, the fair market value determined in accordance with the procedures set forth in clause (ii) of paragraph 3 hereof, minus the portion applicable amount allocable to one share of Common the Warrant Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company and, unless waived by the holder hereof, supported by an opinion from an investment banking firm of nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld) of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable. Such fair value ; and (B) the Vested and Maximum Price shall be determined adjusted to equal the Vested Price and Maximum Price, respectively, in good faith effect immediately before the occurrence of any such event multiplied by a fraction, (1) the Boardnumerator of which is the total number of shares of Warrant Stock for which the Warrant is exercisable immediately before the adjustment, provided that if such determination and (2) the denominator of which is objected to by the holders total number of Warrants entitled to purchase shares of Warrant Stock for which this Warrant is exercisable immediately after the adjustment; PROVIDED THAT (i) a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holders. A reclassification of the Common Warrant Stock (other than a change in par value from par value to no par value or from no par value to par value) into shares of Common Warrant Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Warrant Stock of such shares of such other class of stock within the meaning of this Section 4.3 subparagraph (c) and, (ii) if the outstanding shares of Common Warrant Stock shall be changed into a larger or smaller number of shares of Common Warrant 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 Warrant Stock within the meaning of Section 4.2 hereofsubparagraph (a).

Certain Other Dividends and Distributions. In case at any time or from time to 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: (a1) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); , or (b2) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); , or (c3) any warrants warrants, options or other rights to subscribe for or purchase (i) any evidences of its indebtedness (other than Convertible Securities), (ii) any shares of its stock (other than Additional Shares of Common Stock) or (iii) any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributable (if any) and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants warrants, options or other subscription or purchase rights, so distributabledistributable (if any). Such fair value shall be determined in good faith by the BoardBoard of Directors of the Company, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all WarrantsHolder, such determination shall be made by an independent appraiser selected by the such Board of Directors and not objected to by the Holder. The fees and expenses of such holdersappraiser shall be paid by the Company. A reclassification (other than a change in par value) of the Common Stock 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 within the meaning of this Section 4.3 Subsection 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Subsection A of this Section 4.2 hereof4.

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company ----------------------------------------- shall take fix a record date for the purpose of determining the holders of its Common Series C Preferred Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (a) cash (other than including any such distribution made in connection with a cash dividend consolidation or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extentmerger, but only excluding any distribution referred to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or subparagraph (b) above) of: (i) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common excluding Series C Preferred Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock)whatsoever; or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common Stock) or any other of its securities or its property of any nature whatsoever (other than normal cash and other than Convertible Securities dividends or Additional Shares of Common Stockcash distributions permitted under applicable law), ; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (i1) the numerator of which shall be the Exercise Price at the date of taking such record, and (iiA) the denominator of which shall be such Exercise Price fair market value per share of the Series C Preferred Stock on such record date minus (B) the portion applicable amount allocable to one share of Common Series C Preferred Stock of any such cash so distributable and of the fair market value (as determined in good faith by the Board of Directors of the Company and, unless waived by the Holder, supported by an opinion from an investment banking firm of nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld) of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable, and (2) the denominator of which shall be such fair market value per share of Series C Preferred Stock. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. A reclassification of the Common Series C Preferred 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 or shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Series C Preferred Stock of such shares of such other class of stock within the meaning of this Section 4.3 subparagraph (c) and, if the outstanding shares of Common Series C Preferred Stock shall be changed into a larger or smaller number of shares of Common Series C Preferred 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 Series C Preferred Stock within the meaning of Section 4.2 hereofsubparagraph (b).

Certain Other Dividends and Distributions. In case at any time or from time to 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: (a1) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); , or (b2) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); , or (c3) any warrants warrants, options or other rights to subscribe for or purchase (i) any evidences of its indebtedness (other than Convertible Securities), (ii) any shares of its stock (other than Additional Shares of Common Stock) or (iii) any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributable (if any) and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants warrants, options or other subscription or purchase rights, so distributabledistributable (if any). Such fair value shall be determined in good faith by the BoardBoard of Directors of the Company, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all WarrantsHolder, such determination shall be made by an independent appraiser selected by the such Board of Directors and not objected to by the Holder. The fees and expenses of such holdersappraiser shall be paid by the Company. A reclassification (other than a change in par value) of the Common Stock 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 within the meaning of this Section 4.3 Subsection 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of SUBSECTION A of this Section 4.2 hereof4.

Certain Other Dividends and Distributions. In case at any ----------------------------------------- time or from time to 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: (a1) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); , or (b2) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); , or (c3) any warrants warrants, options or other rights to subscribe for or purchase (i) any evidences of its indebtedness (other than Convertible Securities), (ii) any shares of its stock (other than Additional Shares of Common Stock) or (iii) any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributable (if any) and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants warrants, options or other subscription or purchase rights, so distributabledistributable (if any). Such fair value shall be determined in good faith by the BoardBoard of Directors of the Company, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all WarrantsHolder, such determination shall be made by an independent appraiser selected by the such Board of Directors and not objected to by the Holder. The fees and expenses of such holdersappraiser shall be paid by the Company. A reclassification (other than a change in par value) of the Common Stock 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 within the meaning of this Section 4.3 Subsection 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Subsection A of this Section 4.2 hereof.4. ------------

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company shall take fix a record date for the purpose of determining the holders of its Class B Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (a) cash (other than including any such distribution made in connection with a cash dividend consolidation or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extentmerger, but only excluding any distribution referred to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or subparagraph (b) above) of: (i) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Class B Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock)whatsoever; or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than normal cash and other than Convertible Securities dividends or Additional Shares of Common Stockcash distributions permitted under applicable law), ; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (i1) the numerator of which shall be the Exercise Price at the date of taking such record, and (iiA) the denominator of which shall be such Exercise Current Market Price per share of the Class B Common Stock on such record date minus (B) the portion applicable amount allocable to one share of Class B Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company and supported by an opinion from an investment banking firm of nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld) of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable, and (2) the denominator of which shall be such Current Market Price per share of Class B Common Stock. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. A reclassification of the Class B 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 Class B Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Class B Common Stock of such shares of such other class of stock within the meaning of this Section 4.3 subparagraph (c) and, if the outstanding shares of Class B Common Stock shall be changed into a larger or smaller number of shares of Class B 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 Class B Common Stock within the meaning of Section 4.2 hereofsubparagraph (b).

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company shall take fix a record date for the purpose of determining the holders of its Class B Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (a) cash (other than including any such distribution made in connection with a cash dividend consolidation or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extentmerger, but only excluding any distribution referred to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or subparagraph (b) above) of: (i) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Class B Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock)whatsoever; or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than normal cash and other than Convertible Securities dividends or Additional Shares of Common Stockcash distributions permitted under applicable law), ; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (i1) the numerator of which shall be the Exercise Price at the date of taking such record, and (iiA) the denominator of which shall be such Exercise Current Market Price per share of the Class B Common Stock on such record date minus (B) the portion applicable amount allocable to one share of Class B Common Stock of any such cash so distributable and of the fair value (as determined in good faith by the Board of Directors of the Company and supported by an opinion from an investment banking firm of nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld) of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable, and (2) the denominator of which shall be such Current Market Price per share of Class B Common Stock. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. A reclassification of the Class B 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 Class B Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Class B Common Stock of such shares of such other class of stock within the meaning of this Section 4.3 subparagraph (c) and, if the outstanding shares of Class B Common Stock shall be changed into a larger or smaller number of shares of Class B 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 outstandinq shares of class B Common Stock within the meaning of Section 4.2 hereofsubparagraph (b).

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any dividend or other distribution of: (a) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the CompanyIssuer, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, Issuer earned subsequent to the date hereof determined in accordance with generally accepted accounting principlesGAAP); , or (b) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock); , or (c) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash that, if distributed, would give rise to an adjustment under Section 4.2(a)) and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock at the date of taking such record minus the portion applicable to one share of Common Nonpreferred Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders Board of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holdersDirectors. A reclassification of the Common Nonpreferred Stock into shares of Common Nonpreferred Stock and shares of any other class of stock shall be deemed a distribution by the Company Issuer to the holders of its Common Nonpreferred Stock of such shares of such other class of stock within the meaning of this Section 4.3 Subsection 4.2 and, if the outstanding shares of Common Nonpreferred Stock shall be changed into a larger or smaller number of shares of Common Nonpreferred Stock as a part of such reclassification, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Nonpreferred Stock within the meaning of Section 4.2 hereofSubsection 4.1.

Certain Other Dividends and Distributions. In case at any time or from time to 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: (a1) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); , or (b2) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); , or (c3) any warrants warrants, options or other rights to subscribe for or purchase (i) any evidences of its indebtedness (other than Convertible Securities), (ii) any shares of its stock (other than Additional Shares of Common Stock) or (iii) any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributable (if any) and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants warrants, options or other subscription or purchase rights, so distributabledistributable (if any). Such fair value shall be determined in good faith by the BoardBoard of Directors of the Company, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all WarrantsHolder, such determination shall be made by an independent appraiser selected by the such Board and not objected to by such holders. A reclassification of the Common Stock 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 within the meaning of this Section 4.3 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.2 hereof.Directors

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company shall take fix a record date for the purpose of determining the holders of its Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (including any such distribution made in connection with a consolidation or merger, but excluding any distribution referred to in subparagraph (a) cash (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); orabove) of: (bi) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Common Stock) or any other securities or property of any nature whatsoever (other than including cash and other than Convertible Securities but excluding normal cash dividends or Additional Shares cash distributions permitted under applicable law so long as in each case such cash is payable solely out of Common Stockearnings or earned surplus of the Company); or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), whatsoever; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (iA) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii1) the denominator of which shall be such Exercise Current Market Price per share of the Common Stock on such record date minus (2) the portion applicable amount allocable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable. Such fair value shall be distributable (as determined in good faith by the BoardBoard of Directors of the Company and, provided that if such determination is objected to unless waived by the holders Holder, supported by an opinion from an investment banking firm of Warrants entitled to purchase a majority nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld), and (B) the denominator of the which shall be such Current Market Price per share of Common Stock Units covered by all Warrants, on such determination record date. Such adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. 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 within the meaning of this Section 4.3 subparagraph (b) 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 4.2 hereofsubparagraph (a). The Company shall give to the Holder of this Warrant not less than twenty (20) days' prior notice of any record date referred to in this subparagraph (b) in accordance with the provisions of paragraph 4.

Certain Other Dividends and Distributions. In case at any time or from time to 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: (a1) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); , or (b2) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); , or (c3) any warrants warrants, options or other rights to subscribe for or purchase (i) any evidences of its indebtedness (other than Convertible Securities), (ii) any shares of its stock (other than Additional Shares of Common Stock) or (iii) any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributable (if any) and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holders. A reclassification of the Common Stock 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 within the meaning of this Section 4.3 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.2 hereof.or

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any dividend or other distribution of: (a) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the CompanyIssuer, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, Issuer earned subsequent to the date hereof determined in accordance with generally accepted accounting principlesGAAP); , or (b) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock); , or (c) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash that, if distributed, would give rise to an adjustment under Section 4.2(a)) and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii) the denominator of which shall be such Exercise Price per share minus the portion applicable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holders. A reclassification of the Common Stock 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 within the meaning of this Section 4.3 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, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section 4.2 hereof.,

Certain Other Dividends and Distributions. In case If at any time or from time to time the Company shall take fix a record date for the purpose of determining the holders of its Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (including any such distribution made in connection with a consolidation or merger, but excluding any distribution referred to in subparagraph (a) cash (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); orabove) of: (bi) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Common Stock) or any other securities or property of any nature whatsoever (other than including cash and other than Convertible Securities but excluding normal cash dividends or Additional Shares cash distributions permitted under applicable law so long as in each case such cash is payable solely out of Common Stockearnings or earned surplus of the Company); or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), whatsoever; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (iA) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii1) the denominator of which shall be such Exercise Current Market Price per share of the Class A Common Stock on such record date minus (2) the portion applicable amount allocable to one share of Class A Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable. Such fair value shall be distributable (as determined in good faith by the BoardBoard of Directors of the Company and, provided that if such determination is objected to unless waived by the holders Holder, supported by an opinion from an investment banking firm of Warrants entitled to purchase a majority nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld), and (B) the denominator of the which shall be such Current Market Price per share of Class A Common Stock Units covered by all Warrants, on such determination record date. Such adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. 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 within the meaning of this Section 4.3 subparagraph (b) 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 4.2 hereofsubparagraph (a). The Company shall give to the Holder of this Warrant not less than twenty (20) days' prior notice of any record date referred to in this subparagraph (b) in accordance with the provisions of paragraph 4.

Certain Other Dividends and Distributions. In case If at any time or from time to time the ----------------------------------------- Company shall take fix a record date for the purpose of determining the holders of its Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (including any such distribution made in connection with a consolidation or merger, but excluding any distribution referred to in subparagraph (a) cash (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); orabove) of: (bi) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Common Stock) or any other securities or property of any nature whatsoever (other than including cash and other than Convertible Securities but excluding normal cash dividends or Additional Shares cash distributions permitted under applicable law so long as in each case such cash is payable solely out of Common Stockearnings or earned surplus of the Company); or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), whatsoever; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (iA) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii1) the denominator of which shall be such Exercise Current Market Price per share of the Common Stock on such record date minus (2) the portion applicable amount allocable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable. Such fair value shall be distributable (as determined in good faith by the BoardBoard of Directors of the Company and, provided that if such determination is objected to unless waived by the holders Holder, supported by an opinion from an investment banking firm of Warrants entitled nationally recognized standing (the costs of such investment banking firm to purchase a majority be shared equally by the Holder and the Company) approved by the Holder, which approval shall not be unreasonably withheld), and (B) the denominator of the which shall be such Current Market Price per share of Common Stock Units covered by all Warrants, on such determination record date. Such adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. 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 within the meaning of this Section 4.3 subparagraph (b) 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 4.2 hereofsubparagraph (a).

Certain Other Dividends and Distributions. In case at any time or from time to time the Company shall take a record of the holders of any of its Common Nonpreferred Stock for the purpose of entitling them to receive any dividend or other distribution of: (a) cash (other than a cash distribution made as a dividend or distribution and payable out of funds earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereofClosing Date, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof Closing Date determined in accordance with generally accepted accounting principles, consistently applied); , or (b) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock); , or (c) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Nonpreferred Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Nonpreferred Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Current Market Price per share of Common Stock at the date of taking such record, and (ii) the denominator of which shall be such Exercise Current Market Price per share minus the portion applicable to one share of Common Nonpreferred Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the BoardBoard of Directors of the Company, provided PROVIDED that if such determination is objected to by the holders of Warrants entitled to purchase evidencing a majority in number of the total number of Stock Units covered by at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser selected chosen in the manner specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be paid in equal shares by the Board Company (as to one-half) and not objected the objecting Warrant holders (as to by such holdersone-half). A reclassification of the Common Nonpreferred Stock into shares of Common Nonpreferred Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its Common Nonpreferred Stock of such shares of such other class of stock within the meaning of this Section 4.3 Subsection 4.2 and, if the outstanding shares of Common Nonpreferred Stock shall be changed into a larger or smaller number of shares of Common Nonpreferred Stock as a part of such reclassification, shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Nonpreferred Stock within the meaning of Subsection 4.1 or 4.2 of this Section 4.2 hereof4.

Certain Other Dividends and Distributions. In case If at any time or from time to time the ----------------------------------------- Company shall take fix a record date for the purpose of determining the holders of its Common Stock for the purpose of entitling them entitled to receive any dividend or other distribution of (including any such distribution made in connection with a consolidation or merger, but excluding any distribution referred to in subparagraph (a) cash (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); orabove) of: (bi) any evidence evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of including Convertible Securities but excluding Common Stock) or any other securities or property of any nature whatsoever (other than including cash and other than Convertible Securities but excluding normal cash dividends or Additional Shares cash distributions permitted under applicable law so long as in each case such cash is payable solely out of Common Stockearnings or earned surplus of the Company); or (cii) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities)indebtedness, any shares of its capital stock (other than Additional Shares of Common Stockincluding Convertible Securities) or any other of its securities or its property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), whatsoever; then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to that number determined by multiplying equal the number of shares of Common Stock comprising a Stock Unit immediately Exercise Price in effect prior to such adjustment distribution or dividend multiplied by a fraction fraction, (iA) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii1) the denominator of which shall be such Exercise Current Market Price per share of the Common Stock on such record date minus (2) the portion applicable amount allocable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, property or warrants or other subscription or purchase rights, rights so distributable. Such fair value shall be distributable (as determined in good faith by the BoardBoard of Directors of the Company and, provided that if such determination is objected to unless waived by the holders Holder, supported by an opinion from an investment banking firm of Warrants entitled to purchase a majority nationally recognized standing approved by the Holder, which approval shall not be unreasonably withheld), and (B) the denominator of the which shall be such Current Market Price per share of Common Stock Units covered by all Warrants, on such determination record date. Such adjustments shall be made by an independent appraiser selected by the Board and not objected to by whenever such holdersa record date is fixed. 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 within the meaning of this Section 4.3 subparagraph (b) 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 4.2 hereofsubparagraph (a). The Company shall give to the Holder of this Warrant not less than twenty (20) days' prior notice of any record date referred to in this subparagraph (b) in accordance with the provisions of paragraph 4.