Common use of Distributions of Assets Clause in Contracts

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company (or any other entity) or assets of the Company (including or any other entity) (excluding cash dividends or distributions out of retained earnings other than cash dividends earnings) or distributions made on a quarterly or other periodic basis) rights or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) and paragraph (b) above), then in each case the Exercise Price shall be adjusted number of Warrant Shares issuable upon the purchase of each Unit pursuant to the exercise of a price determined by multiplying the Exercise Price in effect Warrant immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the record date for determination of shareholders entitled to receive such distribution, 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 adjusted so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that any such distribution is not so made, and shall become effective on the Exercise Price shall again be adjusted date of distribution retroactive to be the Exercise Price which would then be in effect if such record date had not been fixedfor the determination of shareholders entitled to receive such distribution. At the time of any such distribution, the Company shall deposit the assets, evidence of indebtedness or securities payable to Holders of the Warrants pursuant hereto in trust for the Holders with the Warrant Agent or an institution eligible to act as trustee under an indenture qualified under the Trust Indenture Act of 1939, as amended, with instructions as to the investment of such property and any proceeds therefrom. Such trust indenture shall provide that any assets, evidence of indebtedness or securities deposited in such trust shall revert to the Company upon the expiration of the term of the Warrants.

Distributions of Assets. In case If the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including excluding cash dividends or distributions out of retained earnings other than cash dividends earnings) or distributions made on a quarterly or other periodic basis) rights or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (ab) above), then in each such case the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, shall be adjusted to a price determined by multiplying the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (cd) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, shall not be made and in lieu thereof the Holder number of Shares purchasable upon exercise of each Warrant A&M Option immediately prior to such distribution shall be adjusted so that the Optionee shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock A&M Option the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she Optionee would have owned or have been entitled to receive after the happening of such distribution had such Warrant A&M Option been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that any such distribution is not so made, and shall become effective on the Exercise Price shall again be adjusted date of distribution retroactive to be the Exercise Price which would then be in effect if such record date had not been fixedfor the determination of shareholders entitled to receive such distribution.

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock Market Price (as defined in paragraph (c) below) per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusiveconclusive and notice of which shall be provided to Warrant Agent) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price Market Price per share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that if the then current market price Market Price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock Market Price (as defined in paragraph (c) below) per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution, less the then fair value (as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusiveconclusive and notice of which shall be provided to Warrant Agent) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price Market Price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price Market Price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.

Distributions of Assets. In case the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company (or any other entity) or assets of the Company (including or any other entity) (excluding cash dividends or distributions out of retained earnings other than cash dividends earnings) or distributions made on a quarterly or other periodic basis) rights or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) and paragraph (b) above), then in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (cd) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the number of Warrant Shares purchasable upon exercise of each Warrant immediately prior to such distribution shall be adjusted so that the Holder of each Warrant shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that any such distribution is not so 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. Upon each adjustment of the Exercise Price pursuant to this paragraph (c), each Warrant outstanding immediately prior to the making of such adjustment shall again be thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Warrant Shares (calculated to be the nearest hundredth) obtained by (A) multiplying the number of Warrant Shares purchasable upon exercise of a Warrant immediately prior to such adjustment of the number of Warrant Shares by the Exercise Price which would then be in effect if immediately prior to such record date had not been fixedadjustment of the Exercise Price and (B) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment to the Exercise Price.

Distributions of Assets. In case Excluding any dividend or distribution in which an adjustment is made pursuant to Section 9(a) or (b) above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the date issuance of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including cash dividends or distributions out of retained earnings other than cash dividends or distributions made on a quarterly or other periodic basis) or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (a) above)Warrant, then then, in each case the Exercise Price shall be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (c) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDED, HOWEVER, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stockcase, the foregoing adjustment of the Exercise Price shall not be made and in lieu thereof the Holder of each Warrant shall be entitled to receive participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Cap, as defined below) immediately before the date on which a record is taken for such Warrant Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in addition such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Cap, then the Holder shall not be entitled to participate in such Distribution to the extent of the Beneficial Ownership Cap (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption extent of any such evidences of indebtedness, subscription rights excess) and warrants, any cash paid in respect the portion of such redemptionDistribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Cap, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) that he or she would have owned or have been entitled to receive after the happening of such distribution had such Warrant been exercised immediately prior to the record date for same extent as if there had been no such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixedlimitation.

Distributions of Assets. In case If the Company shall at any time after the date of this Agreement distribute to all holders of its Common Stock evidences of indebtedness of the Company or assets of the Company (including excluding cash dividends or distributions out of retained earnings other than cash dividends earnings) or distributions made on a quarterly or other periodic basis) rights or warrants to subscribe for securities of the Company (excluding those referred to in paragraph (ab) above), then in each such case the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, shall be adjusted to a price determined by multiplying the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, in effect immediately prior to such distribution by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in paragraph (cd) below) on the record date for determination of shareholders entitled to receive such distribution, 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 or warrants which are applicable to one share of Common Stock, and of which the denominator shall be such market price per share of Common Stock; PROVIDEDprovided, HOWEVERhowever, that if the then current market price per share of Common Stock on the record date for determination of shareholders entitled to receive such distribution is less than the then fair value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants which are applicable to one share of Common Stock, the foregoing adjustment of the First Option Exercise Price, the Second Option Exercise Price and the Third Option Exercise Price, as the case may be, shall not be made and in lieu thereof the Holder number of Shares purchasable upon exercise of each Warrant A&M Option immediately prior to such distribution shall be adjusted so that the Optionee shall be entitled to receive upon exercise of such Warrant in addition to the Common Stock A&M Option the kind and number of assets, evidences of indebtedness, subscription rights and warrants (or, in the event of the redemption of any such evidences of indebtedness, subscription rights and warrants, any cash paid in respect of such redemption) that he or she Optionee would have owned or have been entitled to receive after the happening of such distribution had such Warrant A&M Option been exercised immediately prior to the record date for such distribution. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that any such distribution is not so made, and shall become effective on the Exercise Price shall again be adjusted date of distribution retroactive to be the Exercise Price which would then be in effect if such record date had not been fixedfor the determination of shareholders entitled to receive such distribution.