Common use of Extraordinary Distributions Clause in Contracts

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 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(a10 (a) or Section 10(b10 (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.