Common use of Dividend Clause in Contracts

Dividend. Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Dividend. Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such eventevent and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the Exercise Price -------- ------- for each Warrant Share shall in no event be less than the par value of such Warrant Share. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

Dividend. Subdivision(a) The annual dividend rate on each share of the Class A Preferred Stock shall be fixed at five percent (5%) of the Face Value, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of accordance with this Section 5), then, and in each such case, the aggregate number of Warrant Shares for which this Warrant is exercisable paragraph 2 (the "Warrant Share NumberDividend") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by ). The holders of shares of the Company) so that the Warrantholder Class A Preferred Stock shall be entitled to receive upon exercise Dividends on the following dates (each, a "dividend payment date"): , 1997/8, , 1998/9, , 1998/9, , 1999/2000, , 1999/2000 and , 2000/2001; the 12 month period ending on each of this Warrant the number first two dividend payment dates is an "annual dividend period," the six month period ending on each of the next four dividend payment dates is a "semi-annual dividend period" and each such annual dividend period or semi-annual dividend period is a "dividend period." Dividends (whether or not declared) shall be payable in additional shares of the Class A Preferred Stock during the two annual dividend periods ending on the first two dividend payment dates subsequent to issuance of the Class A Preferred Stock, such that holders shall receive a Dividend of 1/20th of a share of Class A Preferred Stock for each share of Class A Preferred Stock held. Thereafter, the holders of shares of Common the Class A Preferred Stock shall be entitled to receive, in preference to dividends on the Junior Stock, and whether or other securities not declared the Dividend (including any Dividend accrued and unpaid) payable in cash, out of funds legally available for the payment of dividends, such that holders shall receive a Dividend of $0.25 for each share of Class A Preferred Stock held, which Dividend shall accrue semi-annually and be due in equal installments on each of the Company that it would have owned or would have been entitled to receive upon or by reason of any of last four dividend payment dates. Dividends shall be paid on the events described above, had this Warrant been exercised immediately prior applicable dividend payment date to the occurrence holders of such event. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following record at the close of business on the date (the "record date") specified by the Board at the time such Dividend is declared; PROVIDED, HOWEVER, that such record date shall not be more than 60 days nor less than 10 days prior to the applicable dividend payment date. For the purposes of this paragraph, each additional share of the Class A Preferred Stock issued as a Dividend shall be valued at the Face Value. Dividends (whether payable in cash or in stock) shall be fully cumulative and shall accrue, with additional payments thereon, from the first day of the dividend period in which such Dividend may be payable as herein provided on all shares of the Class A Preferred Stock issued and outstanding on the first day of such dividend period, except that with respect to the initial dividend period, such Dividend shall accrue from the date of issue. If the dividend payment date is not a business day, the dividend payment date shall be the next succeeding business day. (b) All Dividends paid with respect to shares of the Class A Preferred Stock pursuant to paragraph 2(a) shall be paid pro rata to the holders entitled thereto. (c) If at any time the Corporation shall have failed to pay all dividends which have accrued on any outstanding shares of any other class or series of the Preferred Stock having cumulative dividend rights ranking on parity with the shares of the Class A Preferred Stock at the times such dividends are payable or the Corporation shall fail to redeem any of such stock on the date set for the determination redemption thereof, no cash Dividend shall be declared by the Board or paid or set apart for payment by the Corporation on shares of holders the Class A Preferred Stock unless prior to or concurrently with such declaration, payment or setting apart for payment, all accrued and unpaid dividends on all outstanding shares of Common such other series of the Preferred Stock shall have been or be declared, paid or set apart for payment, with additional payments thereon, if any; PROVIDED, HOWEVER, that in the event such failure to pay accrued dividends is with respect only to the outstanding shares of the Class A Preferred Stock and any outstanding shares of any other class or series of the Preferred Stock having cumulative dividend rights on parity with the shares of the Class A Preferred Stock, cash dividends may be declared, paid or set apart for payment, with additional payment thereon, pro rata on shares of the Class A Preferred Stock and shares of such other class or series of the Preferred Stock so that the amounts of any cash dividends declared, paid or set apart for payment on shares of the Class A Preferred Stock and shares of such other series of the Preferred Stock shall in all cases bear to each other the same ratio that, at the time of such declaration, payment or setting apart for payment, all accrued but unpaid cash dividends on shares of the Class A Preferred Stock and shares of such other series of the Preferred Stock bear to each other. Any Dividend not paid pursuant to paragraph 2(a) hereof or this paragraph 2(c) shall be fully cumulative and shall accrue with additional payments thereon, as set forth in paragraph 2(a) hereof. (i) Holders of shares of the Class A Preferred Stock shall be entitled to receive the Dividends provided for in paragraph 2(a) hereof in preference to and in priority over any dividends other than dividends paid in Junior Stock upon any of the Junior Stock. (ii) So long as any shares of the Class A Preferred Stock are outstanding, the Corporation shall not declare, pay or set apart for payment any dividend on any of the Junior Stock (other than dividends paid in such Junior Stock) or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any of the Junior Stock or any warrants, rights, calls or options exercisable for any of the Junior Stock, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the capital stock of the Corporation or other property (other than distributions or dividends in stock to the holders of such stock), and shall not permit any corporation or other entity directly or indirectly controlled by the Corporation to purchase or redeem any of the Junior Stock or any warrants, rights, calls or options exercisable for any of the Junior Stock, unless prior to or concurrently with such declaration, payment, setting apart for payment, purchase or distribution, as the case may be, all accrued and unpaid cash Dividends, including additional payments thereon, on shares of the Class A Preferred Stock not paid in accordance with the provisions of paragraph 2(a) hereof shall have been or be paid and the Corporation shall have redeemed those shares of the Class A Preferred Stock required to be redeemed theretofore by the terms hereof. (e) Subject to the foregoing provisions of this paragraph 2, the Board may declare and the Corporation may pay or set apart for payment dividends and other distributions on any of the Junior Stock, and may purchase or otherwise redeem any of the Junior Stock or any warrants, rights or options exercisable for any of the Junior Stock; PROVIDED, HOWEVER, that a decision by the Board to declare a dividend or distribution or (y) on any of the Junior Stock shall require approval by that number of directors representing at least 662/3% of the Board, less any vacancies on the Board. In such event, the holders of the Class A Preferred Stock and the holders of such Junior Stock shall share equally, share and share alike, in the case distribution of any and all dividends declared on such subdivisionJunior Stock, combination provided that for this purpose each share of Class A Preferred Stock shall be treated as one share of such Junior Stock. (f) The Corporation shall not be required to issue fractional shares of Class A Preferred Stock as a result of the payment of Dividends. If any fraction of a share of Class A Preferred Stock would be issuable upon the payment of a Dividend, the Corporation may, in lieu of issuing such fractional share, pay to such holder for any such fraction of a share an amount in cash equal to the product obtained by multiplying (i) such fraction by (ii) the Face Value. (g) Whenever, at any time or reclassificationtimes, any Dividend payable shall be in arrears, the holders of the outstanding shares of Class A Preferred Stock shall have the right, voting separately as a class, to elect one director of the close Corporation. Upon the vesting of business on such right of the day upon holders of Class A Preferred Stock, the maximum authorized number of members of the Board shall automatically be increased by one and the one vacancy so created shall be filled by vote of the holders of the outstanding shares of Class A Preferred Stock. The right of the holders of Class A Preferred Stock to elect a member of the Board as aforesaid shall continue until such time as all Dividends in arrears shall have been paid in full, at which time such corporate action becomes effective.right shall terminate, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above described. Upon termination of such special voting rights attributable to holders of the Class A Preferred Stock pursuant to this paragraph, the term of office of any director elected by the holders of shares of Class A Preferred Stock (any such director, a "Class A Preferred Stock Director") pursuant to such special voting rights shall immediately terminate and the number of directors constituting the entire Board shall be reduced by one. Any Class A Preferred Stock Director may be removed by, and shall not be removed otherwise than by, a majority vote of the outstanding shares of Class A

Dividend. SubdivisionEach Preference Share shall be paid a fixed cumulative preferential dividend at the pre-determined rate per annum on the average calculation based on the Issue Price (hereinafter referred to as the “RPS Dividends”). Notwithstanding the foregoing, Combination no dividend shall be declared in respect of Ordinary Shares unless the RPS Dividends are first declared and paid on the Preference Shares. All RPS Dividends declared shall be paid to the Preference Shareholder in preference to any dividend declared over the Ordinary Shares or Reclassification any other class of Common ---------------------------------------------------------------- Stockshares in the share capital of the Company. In The RPS Dividends shall be paid to the Preference Shareholder on a quarterly basis. Subscription Agreement for Preference Shares 15 The RPS Dividends:- (i) shall accrue on each Preference Share from the date of declaration of the dividend and shall accrue from day to day until full redemption or payment, as the case may be; (ii) shall, unless otherwise agreed by the Preference Shareholder entitled thereto, be payable to the Preference Shareholder, within 7 days from each quarter of the year provided in the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause commencement of this Section 5), then, and in each such case, the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities winding up of the Company that all accrued RPS Dividends shall become immediately payable upon such commencement [the phrase “commencement of the winding up” shall have the meaning ascribed to it would have owned in the Act]; (iii) shall be pro-rated for any part of a financial year of the Company until full redemption or would payment, as the case may be; (iv) shall be paid out of distributable profits as calculated according to prevailing accounting standard. For the avoidance of doubt, all RPS Dividends which are payable but are not paid to the Preference Shareholder due to lack of profits in a particular quarter will accumulate and be carried forward to and be payable in the subsequent quarter together with the RPS Dividends for such following quarter. Any dividends carried forward to subsequent financial quarters/years are not subject to compounding. No dividends shall be declared and paid on the Ordinary Shares until all outstanding RPS Dividends have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior paid in full to the occurrence of such event. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effectivePreference Shareholder.

Dividend. Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay make a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the "“Warrant Share Number"”) immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such eventevent and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares issuable immediately thereafter. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of shares of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective. 5.2 Issuance of Common Stock or Common Stock Equivalents Below Exercise Price or the Fair Market Value. (b) In case at any time any shares of Common Stock or Common Stock Equivalents or any rights or options to purchase any shares of Common consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expense incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith, as determined mutually by the Board of Directors and the Majority Warrantholders or, if the Board of Directors and the Majority Warrantholders shall fail to agree, at the Company’s expense by an appraiser chosen by the Board of Directors and reasonably acceptable to the Majority Warrantholders. (c) If any Common Stock Equivalents (or any portions thereof) which shall have given rise to an adjustment pursuant to this Section 5.2 shall have expired or terminated without the exercise thereof and/or if by reason of the terms of such Common Stock Equivalents there shall have been an increase or increases, with the passage of time or otherwise, in the price payable upon the exercise or conversion thereof, then the Exercise Price hereunder shall be readjusted (but to no greater extent than originally adjusted) in order to (i) eliminate from the computation any additional shares of Common Stock corresponding to such Common Stock Equivalents as shall have expired or terminated, (ii) treat the additional shares of Common Stock, if any, actually issued or issuable pursuant to the previous exercise of such Common Stock Equivalents as having been issued for the consideration actually received and receivable therefor and (iii) treat any of such Common Stock Equivalents which remain outstanding as being subject to exercise or conversion on the basis of such exercise or conversion price as shall be in effect at the time.

Dividend. Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that If the Company shall shall, at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (wi) pay declare a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital shares of its capital stock (including Common Stock), (xii) subdivide the outstanding shares of Common Stock into a larger number of sharesshares of Common Stock, (yiii) combine the outstanding shares of Common Stock into a smaller number of shares of its Common Stock, or (ziv) issue any shares of its Capital Stock capital stock in a reclassification of the Common Stock (other than including any such event for reclassification in connection with a consolidation or merger in which an adjustment the Company is made pursuant to another clause of this Section 5the continuing corporation), then, and then in each such case, the aggregate number Purchase Price in effect at the time of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in of the case effective date of any such subdivision, combination or reclassification, and the number and kind of shares of capital stock issuable on such date shall be proportionately adjusted so that the Holder of any Warrant exercised after such date shall be entitled to receive, upon payment of the close same aggregate amount as would have been payable before such date, the aggregate number and kind of business on shares of capital stock which, if such Warrant had been exercised immediately prior to such date, such Holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. Any such adjustment shall become effective immediately after the day upon which record date of such corporate action becomes effectivedividend or the effective date of such subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event listed above shall occur. If a dividend is declared and such dividend is not paid, the Purchase Price shall again be adjusted to be the Purchase Price in effect immediately prior to such record date (giving effect to all adjustments that otherwise would be required to be made pursuant to this Section 3 from and after such record date).