Common use of DIVIDENDS ON UNDERLYING COMMON STOCK Clause in Contracts

DIVIDENDS ON UNDERLYING COMMON STOCK. In the event that, at any time before the Charter Amendment (as defined in the Unit Purchase Agreement) shall have (a) been approved and adopted by the Company's stockholders, (b) been filed with the Department of Consumer and Industry Services of the State of Michigan and (c) become effective, or at any time after the Company shall have failed for any reason to issue Common Stock to the Holder upon exercise of this Warrant or shall have failed to comply with Section 7 hereof, the Company shall pay a dividend or make any other distribution with respect to its Common Stock whether in the form of cash, evidences of indebtedness, securities or other property (other than a Common Stock dividend subject to the provisions of Section 4.1 or a dividend of warrants or rights to purchase Common Stock subject to the provisions of Section 4.2), then the Company shall pay to the Holder of this Warrant on the date of payment of such dividend or other distribution, an amount in cash equal to the number of shares of Common Stock issuable upon exercise of this Warrant in full on the record date for such dividend or other distribution (without regard to the number of shares of Common Stock available or set aside for issuance upon such exercise) multiplied by the sum of (i) the amount of cash and (ii) the fair value of any evidences of indebtedness, securities or other property distributed with respect to each share of Common Stock. The "fair value" of any such evidences of indebtedness, securities or other property shall mean the fair market value thereof, as determined by the Board of Directors in good faith, which good faith determination may be challenged by the Holder in accordance with Section 4.7(f).