Common use of Dividends or Distributions Payable in Common Stock Clause in Contracts

Dividends or Distributions Payable in Common Stock. In case the Company shall pay or make a dividend or other distribution on Common Stock payable in shares of Common Stock (in which case, for the avoidance of doubt, the holders of Series A Preferred Stock shall not participate), the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the denominator of which shall be the sum of such number of shares outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution, such reduction to become effective retroactively to a date immediately following the close of business on the record date for the determination of the holders entitled to such dividends and distributions. For the purposes of this Section 8.7(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(b) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.

Dividends or Distributions Payable in Common Stock. In case the Company Corporation shall pay or make a dividend or other distribution on Common Stock payable in shares of Common Stock (in which case, for the avoidance of doubt, the holders of Series A Preferred Stock Holders shall not participate), the Conversion Price Ratio in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price Ratio by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the denominator of which shall be the sum of such number of shares outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution, such reduction to become effective retroactively to a date immediately following the close of business on the record date for the determination of the holders Holders entitled to such dividends and distributions. For the purposes of this Section 8.7(b7.6(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the CompanyCorporation. The Company Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the CompanyCorporation. Absent a Change change in Tax Lawlaw, or a contrary determination “determination” (as defined in Section 1313(a) of the Code), the Company Corporation shall treat any adjustment to the Conversion Price Ratio pursuant to this Section 8.7(b7.6(b) (i) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b), and (ii) as providing for a “full adjustment” in the Conversion Ratio to reflect any dividends or distributions of Common Stock described in this Section 7.6(b), in each case for U.S. federal and applicable state and local income Tax tax and withholding Tax tax purposes, and shall not take any position inconsistent with such treatment.

Dividends or Distributions Payable in Common Stock. In case the Company shall pay or make a dividend or other distribution on Common Stock payable in shares of Common Stock (in which case, for the avoidance of doubt, the holders of Series A B Preferred Stock shall not participate), the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the denominator of which shall be the sum of such number of shares outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution, such reduction to become effective retroactively to a date immediately following the close of business on the record date for the determination of the holders entitled to such dividends and distributions. For the purposes of this Section 8.7(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. Absent a Change in Tax Law, or a contrary determination (as defined in Section 1313(a) of the Code), the Company shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(b) as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding Tax purposes, and shall not take any position inconsistent with such treatment.

Dividends or Distributions Payable in Common Stock. In case the Company Corporation shall pay or make a dividend or other distribution on Common Stock payable in shares of Common Stock (in which case, for the avoidance of doubt, the holders of Series A Preferred Stock Holders shall not participate), the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the record date fixed for such determination and the denominator of which shall be the sum of such number of shares outstanding at the close of business on the record date fixed for such determination and the total number of shares constituting such dividend or other distribution, such reduction to become effective retroactively to a date immediately following the close of business on the record date for the determination of the holders Holders entitled to such dividends and distributions. For the purposes of this Section 8.7(b8.6(b), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the CompanyCorporation. The Company Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the CompanyCorporation. Absent a Change change in Tax Lawlaw, or a contrary determination "determination" (as defined in Section 1313(a) of the Code), the Company Corporation shall treat any adjustment to the Conversion Price pursuant to this Section 8.7(b8.6(b) (i) as being made pursuant to a “"bona fide, reasonable, adjustment formula” " within the meaning of Treasury Regulations Section 1.305-7(b) and (ii) as providing for a "full adjustment" in the Conversion Price to reflect any dividends or distributions of Common Stock described in this Section 8.6(b), in each case for U.S. federal and applicable state and local income Tax tax and withholding Tax tax purposes, and shall not take any position inconsistent with such treatment.