Extraordinary Distributions. If at any time after the date of issuance of this Warrant the Company shall distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness, securities or other assets (excluding (i) ordinary course cash dividends to the extent such dividends do not exceed the Company's retained earnings and (ii) dividends payable in shares of capital stock for which adjustment is made under Section 6.1(a)) or rights, options or warrants to subscribe for or purchase securities of the Company (excluding those for which adjustment is made under Section 6.1(c)), then the number of shares of Common Stock to be delivered to such Warrantholder upon exercise of this Warrant shall be increased so that the Warrantholder thereafter shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Warrantholder would have been entitled to receive immediately before such record date by a fraction, the denominator of which shall be the Current Market Price per share of Common Stock on such record date minus the then fair market value (as reasonably determined by the Board of Directors of the Company in good faith) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Stock (provided that such denominator shall in no event be less than $.01) and the numerator of which shall be the Current Market Price per share of the Common Stock, and the Exercise Price shall be adjusted as provided below in paragraph (h).
Extraordinary Distributions. In case the Company shall, at any time on or before the Expiration Time, distribute to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of the Company’s indebtedness or assets (excluding cash dividends and distributions payable out of consolidated net income or earned surplus in accordance with Nevada law and dividends or distributions payable in shares of stock described in paragraph 3(a) of this Warrant Certificate) or rights, options, or warrants or exchangeable or convertible securities containing the right to subscribe for or purchase shares of Common Stock (or securities exchangeable for or convertible into shares of Common Stock), then the Purchase Price shall be adjusted by multiplying the Purchase Price in effect immediately prior to the record date for such distribution by a fraction, of which (i) the numerator shall be the Purchase Price as in effect on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the evidences of indebtedness or assets so to be distributed or of such rights, options or warrants applicable to one share of Common Stock and (ii) the denominator shall be the Purchase Price as in effect on such record date. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for such transaction.
Extraordinary Distributions. In case the Company shall at any time or from time to time, after the issuance of the Warrant but prior to the exercise hereof, distribute to all holders of its Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation and the Common Stock is not changed or exchanged) cash, evidences of indebtedness, securities or other property or assets (excluding any such event for which adjustment is made under Section 2) or rights or warrants to subscribe for or purchase any of the foregoing, then, and in each such case, the Holder shall be entitled to participate in any such distribution based on the number of shares of Common Stock it would have been entitled to receive had the Warrant been exercised immediately prior to the occurrence of such distribution, as if the Holder were the owner of such shares of Common Stock at the time of such distribution. Notwithstanding the foregoing, this Section 2.1(e) shall be of no force or effect until and unless such time as the Company shall grant a similar right to holders of warrants issued after the date hereof, at which time the Holders shall be entitled to the same protection for extraordinary dividends as granted to such future holders of warrants, if any.
Extraordinary Distributions. Any property received by --------------------------- the Trustee after the initial date of Deposit in a form other than cash or additional shares of the Securities listed in the Reference Trust Agreement or of a Substitute Security, which shall be retained by the Trust, shall be dealt with in the manner described in Section 3.11 and shall be retained or disposed by the Trustee according to those provisions, provided, however, that no property shall be retained which the Trustee determines shall adversely affect its duties hereunder. The proceeds of any disposition shall be credited to the Income or Principal Account of the Trust, as the Depositors may direct.
Extraordinary Distributions. If the Company shall at any time prior to the expiration of this Warrant (i) make distributions (by dividend or otherwise) of any assets to all of the holders of the Shares (other than to those holding restricted Shares) (including but not limited to cash, securities, or warrants to purchase securities (including but not limited to the Shares)), other than a regular dividend following a Public Offering, (ii) grant rights to purchase securities to all of the holders of the Shares (other than to those holding restricted Shares), (iii) offer securities of the Company to all of the holders of the Shares (other than to those holding restricted Shares), regardless of whether or not all such holders purchased such securities, or (iv) make any offer to purchase all of the Shares (other than to those holding restricted Shares), in the case of clauses (ii) and (iii) at a price below Fair Market Value, and in the case of clause (iv) at a price above Fair Market Value, and in each case of clauses (i), (ii), (iii) and (iv) other than as described in Section 10(a) or Section 10(b) (any such non-excluded event being referred to herein as an “Extraordinary Distribution”), then the Exercise Price shall be decreased, effective immediately after (x) the record or other distribution date of such Extraordinary Distribution, by the amount of cash and/or Fair Market Value of any securities or assets paid or distributed on each Share in respect of such Extraordinary Distribution, (y) in the case of clauses (ii) and (iii), on the date of the issuance of such securities by the amount attributable to each outstanding Share of the excess of the amount of proceeds such securities would have produced had they been sold at Fair Market Value over the actual amount of proceeds or (z) in the case of clause (iv), on the date of the consummation of such offer to purchase the Shares by the amount attributable to each outstanding Share of the excess of the consideration paid for the Shares over the Fair Market Value of the Shares.
Extraordinary Distributions. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation, any distribution of stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent an adjustment was already made pursuant to Section 3(a) or 3(b) and other than regular quarterly or other periodic dividends that may be initiated in the future (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, then the Exercise Price shall be decreased, effective immediately after the effective date of such Distribution, by the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other assets paid on each Common Share in respect of such Distribution in order that subsequent thereto upon exercise of this Warrant the Holder may obtain the equivalent benefit of such Distribution.
Extraordinary Distributions. (i) In case the Company shall at any time on or before the Expiration Date fix a record date for the issuance of rights, options, or warrants to all holders of its outstanding Units, entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase Units (or securities exchangeable for or convertible into Units) at a price per Unit (or having an exchange or conversion price per Unit, with respect to a security exchangeable for or convertible into Units) which is lower than the current Exercise Price per Unit (as defined in Paragraph 3(d) below) on such record date, then the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which (i) the numerator shall be the number of Units outstanding on such record date plus the number of Units which the aggregate offering price of the total number of Units so to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such current Exercise Price and (ii) the denominator shall be the number of Units outstanding on such record date plus the number of additional Units to be offered for subscription or purchase (or into which the exchangeable or convertible securities so to be offered are initially exchangeable or convertible). Such adjustment shall become effective at the close of business on such record date; however, to the extent that Units (or securities exchangeable for or convertible into Units) are not delivered after the expiration of such rights, options, or warrants, the Exercise Price shall be readjusted (but only with respect to any portion of this Warrant exercised after such expiration) to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options, or warrants been made upon the basis of delivery of only the number of Units (or securities exchangeable for or convertible into Units) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Managers of the Company and shall be described in a statement mailed to the Warrantholder. Units owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.
(ii) In case the Company shall...
Extraordinary Distributions. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares , by way of return of capital or otherwise (including, without limitation, any distribution of stock or other securities, property or options (but specifically excluding cash dividends) by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction), except to the extent an adjustment was already made pursuant to Section 3(a) or 3(b) and other than regular quarterly or other periodic dividends that may be initiated in the future (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, then the Exercise Price shall be decreased, effective immediately after the effective date of such Distribution, by the amount of cash and/or the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Distribution in order that subsequent thereto upon exercise of this Warrant the Holder may obtain the equivalent benefit of such Distribution.
Extraordinary Distributions. Except as otherwise provided in Section 3.13, any property received by the Trustee after the initial date of Deposit in a form other than cash or additional shares of the Securities listed on Schedule A or of a Replacement Security, shall be either (i) dealt with under the Distribution Agency Agreement as though such property were an asset of the Trust other than cash remaining on hand at the termination of the Trust or (ii) sold, and the proceeds of sale credited to the Principal Account of the Trust, all as the Depositor may direct. In no event shall the Trustee hold as part of the Trust, except temporarily pending sale or distribution as described in the preceding sentence, any property other than cash (including a letter of credit) and the Securities described on Schedule A or a Replacement Security. The Securities, Purchase Rights and cash represented by a Unit shall be uniform so that each Unit shall at all times represent property identical to that represented by every other Unit. Securities identical to those represented by a Unit and received as the result of a stock dividend or stock split may be retained in the Trust and the number of shares of such a Security represented by a Unit adjusted accordingly. All other non-cash distributions in respect of any Securities held in the Trust shall be sold or distributed to Unit Holders through the Distribution Agent, as referred to above.
Extraordinary Distributions. In case the Company shall at any time after the original date of issuance of this Warrant distribute to all holders of its Units (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness or assets (excluding cash dividends and distributions payable out of consolidated net income or earned surplus in accordance with New York law and dividends or distributions payable in Units of stock described in Paragraph 3(a) above) or rights, options, or warrants or exchangeable or convertible securities containing the right to subscribe for or purchase Units (or securities exchangeable for or convertible into Units), then the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date for such distribution by a fraction, of which (i) the numerator shall be the current Exercise Price per Unit of the portion of the evidences of indebtedness or assets so to be distributed or of such rights, options or warrants applicable to one Unit and (ii) the denominator shall be such current Exercise Price per Unit. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for such transaction.
