Common use of Debt or Asset Distributions Clause in Contracts

Debt or Asset Distributions. (i) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness or assets (including securities, but excluding any rights, options, warrants or other securities referred to in paragraph (2) of this Section, any dividend or other distribution paid exclusively in cash referred to in paragraph (5) of this Section (including the Reference Dividend as described therein), any dividend or distribution referred to in paragraph (1) of this Section and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in subparagraph (ii) below), each Fixed Settlement Rate in effect at the opening of business on the day following the day on which such dividend or other distribution was effected shall be adjusted so that the same shall equal the rate determined by dividing such Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on the date fixed for such determination less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such Current Market Price per share of the Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable and in any case in which this subparagraph (i) is applicable, subparagraph (ii) is not applicable.

Debt or Asset Distributions. If the Corporation distributes (iincluding by dividend) In case the Company shall, by dividend or otherwise, distribute to all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securities, but excluding any rights, options, warrants (a) dividend or other securities Distribution referred to in paragraph clause (2i) of this Sectionabove, (b) any rights or warrants referred to in clause (iii) above, (c) any dividend or other distribution paid exclusively in cash referred to cash, (d) any consideration payable in paragraph connection with a tender or exchange offer made by the Corporation or any of its applicable subsidiaries, and (5e) of this Section (including the Reference Dividend as described therein), any dividend or distribution referred to in paragraph (1) of this Section and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spincertain spin-Off referred to in subparagraph off transactions as described below) (ii) belowthe “Distributed Property”), each Fixed Settlement Rate in effect at then the opening of business on the day following the day on which such dividend or other distribution was effected shall be adjusted so that the same shall equal the rate determined by dividing such Fixed Settlement Rate Conversion Price in effect immediately prior to the close of business on the date fixed Ex-Date for the determination of shareholders entitled to receive such distribution will be multiplied by a fraction (A) the numerator of which shall be the numerator difference between (I) the Current Market Price per share of Common Stock on such date minus (II) the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined in good faith by the Board of Directors, and (B) the denominator of which shall be the Current Market Price per share of Common Stock on such date. In a “spin-off”, where the Corporation makes a dividend or other Distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Price will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying the Conversion Price in effect as of the close of business on the business day immediately preceding such fifteenth Trading Day by a fraction (A) the numerator of which shall be the average of the Closing Prices of the Common Stock over the first ten Trading Days commencing on and including the fifth Trading Day following the effective date fixed for of such determination less distribution, and (B) the then fair market value (as determined by the Board denominator of Directors, whose determination which shall be conclusive the sum of (I) the average of the Closing Prices of the Common Stock over the first ten Trading Days commencing on and described in a Board Resolutionincluding the fifth Trading Day following the effective date of such distribution plus (II) the average of the Closing Prices of the capital stock or equity interests representing the portion of the assets or evidences of indebtedness so distributed distribution applicable to one share of Common Stock over the first ten Trading Days commencing on and including the denominator shall be fifth Trading Day following the effective date of such Current Market Price per Distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined in good faith by the Common Stock, such adjustment to become effective immediately prior to the opening Board of business on the day following the date fixed for the determination of shareholders entitled to receive such distributionDirectors. In any case the event that such Distribution described in which this paragraph (4) is applicable, paragraph (2) of this Section shall not be applicable and in any case in which this subparagraph (i) is applicable, subparagraph (ii10(a)(iv) is not applicableso paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock or the Series D Preferred Stock).

Debt or Asset Distributions. (i) In case If the Company shall, by dividend Corporation distributes to all or otherwise, distribute to substantially all holders of its shares of Common Stock evidences of its indebtedness indebtedness, shares of capital stock, securities, cash or other assets (including securitiesexcluding (t) a distribution of rights pursuant to a rights plan, but excluding any rights, options, warrants or other securities referred except to the extent provided in paragraph (2) of this Section, any dividend or other distribution paid exclusively in cash referred to in paragraph (5) of this Section (including the Reference Dividend as described therein12(b), (u) an issuance solely pursuant to a Reorganization Event (as to which Section 14 will apply), (v) any dividend or distribution referred to in paragraph clause (1i) of this Section 12(a), (w) any rights or warrants referred to in clause (iii) of this Section 12(a), (x) any dividend or distribution paid exclusively in cash, (y) any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and (z) any dividendSpin-Off) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the “Distributed Property”), then the Conversion Rate in effect immediately prior to the close of business on the record date for such distribution will be multiplied by the following fraction: XX0 XX0 - FMV Where, SP0 = the Current Market Price per share of Common Stock on the Trading Day immediately preceding the Ex-Date for such distribution; and FMV = the fair market value, as of such Ex-Date, of the amount of Distributed Property distributed to one share of Common Stock, as determined by the Corporation in good faith. Any adjustment made pursuant to the preceding paragraph shall become effective immediately after the close of business on such record date. Notwithstanding anything to the contrary in this clause (iv), if “FMV” as set forth above is equal to or greater than “SP0” as set forth above, then, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive, for each share of Series A Preferred Stock held by such Holder on such record date, at the same time and on the same terms as holders of Common Stock, the amount and kind of Distributed Property that such Holder would have received on account of such distribution if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If the Corporation makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests, of of, or relating to to, a subsidiary or other business unit in of the case of Corporation (other than solely pursuant to a Reorganization Event, as to which Section 14 will apply) (a “Spin-Off referred to in subparagraph (ii) belowOff”), each Fixed Settlement Rate in effect at then the opening of business on the day following the day on which such dividend or other distribution was effected shall be adjusted so that the same shall equal the rate determined by dividing such Fixed Settlement Conversion Rate in effect immediately prior to before the close of business on the record date fixed for such Spin-Off will be multiplied by the determination following fraction: MP0 + MPS MP0 Where, MP0 = the average of shareholders entitled to receive such distribution by a fraction of which the numerator shall be the Current Market Price Closing Prices per share of the Common Stock on over the date fixed first 10 consecutive Trading Days commencing on, and including, the Ex-Date for such determination less Spin-Off (the then “Valuation Period”); and MPS = the fair market value (value, as determined by the Board of DirectorsCorporation in good faith, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets such capital stock or evidences of indebtedness similar equity interests so distributed applicable to one share of Common Stock (or, if such capital stock or similar equity interests are listed on a U.S. national or regional securities exchange, the product of (x) the average of the Closing Prices per share or unit of the capital stock or equity interests distributed in such Spin-Off for each Trading Day during the Valuation Period (such average and Closing Prices to be determined as if references to Common Stock in the denominator shall be definitions of Closing Price, Trading Day and Market Disruption Event were instead references to such Current Market Price capital stock or equity interests); and (y) the number of shares or units of such capital stock or equity interests distributed per share of the Common Stock, Stock in such Spin-Off). The adjustment to the Conversion Rate under the preceding paragraph shall become effective immediately prior to after the opening close of business on such record date. If any share of Series A Preferred Stock is converted with a Conversion Date that occurs on or after such record date, then settlement of such conversion shall be delayed to the day following extent, and only to the date fixed for extent, necessary in order to complete the determination of shareholders entitled to receive such distributioncalculations provided in the preceding paragraph. In any case the event that a dividend, distribution or Spin-Off described in which this paragraph clause (4) is applicable, paragraph (2) of this Section shall not be applicable and in any case in which this subparagraph (i) is applicable, subparagraph (iiiv) is not applicableso paid or made, the Conversion Rate shall be readjusted, effective as of the date the Corporation publicly announces its decision not to pay or make such dividend, distribution or Spin-Off, to the Conversion Rate that would then be in effect if such dividend, distribution or Spin-Off had not been declared.