Effect of Certain Dividends. If on any date the Company makes a distribution to holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of its indebtedness or assets, the number of shares of Common Stock theretofore comprising a Unit shall be adjusted as at the close of business on said date to a number determined by multiplying the number of shares theretofore comprising a Unit by a fraction, the numerator of which shall be the Current Price immediately prior to such distribution, and the denominator of which shall be such Current Price minus the fair market value (as determined by a single qualified appraiser (which shall be either a national accounting firm or a national or regional major investment bank) selected by mutual agreement between the Company and the Holder) of the portion of the assets or evidences of indebtedness so to be distributed to one share of Common Stock.
Effect of Certain Dividends. In case at any time the Company shall declare a dividend upon the Common Shares payable otherwise than out of earnings or earned surplus (other than in a partial or total liquidation or dissolution of the Company) and otherwise than in Common Shares or Convertible Securities, the per share Exercise Price in effect immediately prior to the declaration of such dividend shall be reduced by an amount equal, in the case of a dividend in cash, to the amount thereof payable per Common Share or, in the case of any other dividend, to the fair value thereof per Common Share as determined by the Board of Directors of the Company. For the purposes of the foregoing a dividend other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or if a record is not taken, the date as of which the holders of record of Common Shares entitled to such dividends are to be determined. As used in this subsection D, the term "dividend" shall mean any distribution to the holders of Common Shares. Except as provided in this subsection D, no adjustment in the Exercise Price and no change in the number of Warrant Shares so purchasable shall be made pursuant to this Section 5 as a result of or by reason of any such dividend.
Effect of Certain Dividends. In case at any time the Company shall declare a dividend upon the shares of Common Stock payable otherwise than out of earnings or earned surplus (other than in a partial or total liquidation or dissolution of the Company) and otherwise than in shares of Common Stock or Convertible Securities, the Exercise Price in effect immediately prior to the declaration of such dividend shall be reduced by an amount equal, in the case of a dividend in cash, to the amount thereof payable per share of Common Stock or, in the case of any other dividend, to the fair value thereof per share of Common Stock as determined by the Board of Directors of the Company. For the purposes of the foregoing, a dividend other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or if a record is not taken, the date as of which the holders of record of shares of Common Stock entitled to such dividends are to be determined. As used in this Section 2.1(d), the term "dividend" shall mean any distribution to the holders of shares of Common Stock. Except as provided in this Section 2.1(d), no adjustment in the Exercise Price and no change in the number of Warrant Shares so purchasable shall be made pursuant to this Section 2.1 as a result of or by reason of any such dividend.
Effect of Certain Dividends. Except as provided in Section 4.3 above, in case on any date the Company makes a distribution to holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of its indebtedness or assets of the Company (excluding rights, warrants or options to purchase shares of Common Stock which are exercisable only for 45 days after such date), the Company shall pay the distribution that would be payable to holders of the Warrants if the Warrant Shares had been outstanding as of the record date (the "Distribution") to an escrow holder who shall be a national banking institution to hold in escrow (together with proceeds from the distribution). Any Distribution or proceeds which is cash will be invested by the escrow holder in commercial paper rated in one of the two highest rating categories by both Xxxxx'x Investor Services and Standard & Poor's Corporation and the interest will accrue to the benefit of the holder of the Warrants. Upon any exercise of the Warrants, the escrow holder will distribute any amounts held in escrow relating to the exercised Warrants together with the proceeds therefrom (including interest) to the holder of the Warrant. If one or more Warrants terminates, the escrow holder will distribute to the Company any amounts held in escrow relating to the terminated Warrants together with the proceeds therefrom (including interest). Payments of amounts held in escrow to the holders of the Warrants shall not be subject to restriction by agreement or operation of law except as provided in this Section 4.4.
Effect of Certain Dividends. If on any date prior to the conversion --------------------------- of the entire outstanding principal of the Note, the Company makes a distribution to holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of its indebtedness or assets, the Conversion Price shall be adjusted as at the close of business on said date by subtracting from the Conversion Price immediately prior to such distribution, the fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets or evidences of indebtedness so to be distributed to one share of Common Stock.
Effect of Certain Dividends. In case at any time the Company shall declare a dividend upon the Common Shares payable otherwise than out of earnings or earned
Effect of Certain Dividends. In case on any date the Corporation makes a distribution to holders of its Common Stock of evidences of its indebtedness or assets (including without limitation any such distribution made in connection with a consolidation or merger in which the Corporation is the surviving corporation, but excluding one cash dividend per fiscal quarter of the Corporation which dividend shall not exceed an amount per share equal to 1.25% of the Current Market Price on the date such dividend is declared), the number of shares of Common Stock theretofore purchasable hereunder shall be adjusted as at the close of business on said date to a number determined by multiplying the number of shares theretofore purchasable hereunder by a fraction, the numerator of which shall be the lesser of the Current Market Price or Exercise Price at such date and the denominator of which shall be an amount equal to the lesser of such Current Market Price or Exercise Price, less the fair market value of the portion of the evidences of indebtedness or assets so to be distributed in respect of one share of Common Stock.
Effect of Certain Dividends. In case at any time the Company shall declare a dividend upon the shares of Common Stock payable otherwise than out of earnings or earned surplus (other than in a total liquidation or dissolution of the Company) and otherwise than in shares of Common Stock or Convertible Securities, the Conversion Price in effect immediately prior to the declaration of such dividend shall be reduced by an amount equal, in the case of a dividend in cash, to the amount thereof payable per share of Common Stock or, in the case of any other dividend, to the fair value thereof per share of Common Stock as determined in good faith by the Board of Directors of the Company. For the purposes of the foregoing, a dividend other than in cash shall be considered payable out of earnings or earned surplus only to the extent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend as determined in good faith by the Board of Directors of the Company. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or if a record is not taken, the date as of which the holders of record of shares of Common Stock entitled to such dividends are to be determined. As used in this subsection 5.3(c), the term "dividend" shall mean any distribution to the holders of shares of Common Stock. Except as provided in this subsection 5.3(c), no adjustment in the Conversion Price and no change in the number of shares of Common Stock so issuable shall be made pursuant to this Section 5.3 as a result of or by reason of any such dividend.
Effect of Certain Dividends. If on any date the Company makes a distribution to holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of its indebtedness or assets, the number of shares of Common Stock purchasable hereunder shall be adjusted as at the close of business on said date to a number determined by multiplying the number of shares purchasable hereunder by a fraction, the numerator of which shall be the Current Price (as defined herein) immediately prior to such distribution, and the denominator of which shall be such Current Price minus the fair market value (as determined in good faith by the Board of Directors of the Company, provided that a majority of the independent directors of the Board shall have concurred, or upon the failure of such Board of Directors to act in good faith with respect thereto, by a single qualified appraiser (which shall be either a national accounting firm or a national or regional major investment bank) selected by mutual agreement between the Company and the Holder) of the portion of the assets or evidences of indebtedness so to be distributed to one share of Common Stock.
Effect of Certain Dividends. In case at any time the Company shall declare a cash dividend upon the Common Stock payable otherwise than out of earnings or earned surplus, the Purchase Price in effect immediately prior to the declaration of such dividend shall be reduced by an amount equal to the amount thereof payable per Share. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or, if a record is not taken, the date as of which the holders of record of Common Stock entitled to such dividend are to be determined.
