Common use of Distribution of Indebtedness or Assets Clause in Contracts

Distribution of Indebtedness or Assets. If LifeMap at any time after the Effective Date, shall distribute to all holders of its Common Stock (including any distribution made in connection with a merger in which LifeMap is the surviving corporation) evidences of its indebtedness or assets (excluding cash, dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of LifeMap Shares thereafter purchasable upon cancellation of each Warrant in connection with the exercise of this Option shall be determined by multiplying the number of LifeMap Shares theretofore purchasable upon cancellation of each Warrant in connection with the exercise of this Option by a fraction, of which the numerator shall be the then Current Market Price per share of Common Stock (as determined pursuant to paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then Current Market Price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one LifeMap Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

Distribution of Indebtedness or Assets. If LifeMap the Company, at any time after the Effective Datedate of the execution of the Securities Purchase Agreement, shall distribute to all holders of its shares of Common Stock (including any distribution made in connection with a merger in which LifeMap the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash, dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in paragraph (a) above) or rights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding those referred to in paragraph (b) above), then in each case the number of LifeMap Warrant Shares thereafter purchasable upon cancellation the exercise of each Warrant in connection with the exercise of this Option shall be determined by multiplying the number of LifeMap Warrant Shares theretofore purchasable upon cancellation the exercise of each Warrant in connection with the exercise of this Option by a fraction, of which the numerator shall be the then Current Market Price per share of Common Stock (as determined pursuant to paragraph (d) below) on the date of such distribution, and of which the denominator shall be the then Current Market Price per share of Common Stock, less the then fair value (as determined in good faith by the Board of Directors of the Company Company, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one LifeMap Shareshare of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution.

Distribution of Indebtedness or Assets. If LifeMap at any time the Seller shall, after the Effective Issue Date, shall by dividend or otherwise, distribute to all holders of its Common Stock (including any distribution made in connection with a merger in which LifeMap is the surviving corporation) evidences of its indebtedness or assets (including shares of capital stock, securities, cash and property, but excluding cashany rights, dividends warrants or distributions payable out of consolidated earnings or earned surplus and dividends or distributions options referred to in paragraph (a) above) Section 6.1(b), any dividend or rights, options distribution paid exclusively in cash and any dividend or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase Common Stock (excluding those distribution referred to in paragraph (bSection 6.1(a) above), then in each case the number of LifeMap Shares thereafter purchasable upon cancellation of each Warrant or in connection with the exercise liquidation, dissolution or winding up of this Option the Seller), the Share Component in effect at the close of business on the date fixed for the determination of holders of Common Stock entitled to receive such distribution shall be determined adjusted by multiplying the number of LifeMap Shares theretofore purchasable upon cancellation of each Warrant in connection with the exercise of this Option such Share Component by a fraction, fraction of which which: (i) the numerator shall be the then Current Market Price per share of the Common Stock (as determined pursuant to paragraph (d) below) on the date of fixed for such distribution, and of which determination; and (ii) the denominator shall be the then such Current Market Price per share of the Common Stock, Stock less the then fair value (as determined in good faith by the Board of Directors of the Company whose determination shall be conclusive) Fair Market Value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one LifeMap Share. Such share of Common Stock, such adjustment shall be made whenever any such distribution is made, and shall to become effective at the opening of business on the day following the date of distribution retroactive to the record date fixed for the such determination of shareholders holders of Common Stock entitled to receive such distribution; provided, however, that in the event the Fair Market Value of the portion of any capital stock or other equity securities so distributed applicable to one share of Common Stock is equal to or greater than 40% of the Current Market Price of the Common Stock on such determination date (such distribution, a “Significant Spin-Off”), in lieu of the foregoing adjustment, (x) the Seller shall comply with the provisions of Section 5.6 with respect to the capital stock or other equity securities to be distributed pursuant to such Significant Spin-Off, (y) for the purpose of calculating the number of Contract Shares receivable by the Purchaser pursuant hereto on each Delivery Date, the references to “Closing Price” in the definition of Daily Amount shall mean the Closing Price plus the Fair Market Value of such capital stock or other equity securities so distributed per share of Common Stock and (z) in addition to the Seller delivering the shares of Common Stock to be delivered hereunder, the Seller shall cause the trustee appointed pursuant to Section 5.6 to deliver on each Delivery Date the number of shares of such capital stock or other equity securities the Purchaser would have received had the Purchaser held on the determination date for the Significant Spin-Off the number of shares of Common Stock required to be delivered hereunder as determined in accordance with clause (y) above. In any case in which this Section 6.1(d) is applicable, Section 6.1(b) shall not be applicable. In the event that such dividend or distribution is not so paid or made, each Share Component shall again be adjusted to be the Share Component that would then be in effect if such dividend or distribution had not been declared (and no such adequate provision described in the proviso above shall be made).