Common use of Extraordinary Events Regarding Common Stock Clause in Contracts

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common StockStock or (d) issue any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to a Person other than the Holder (otherwise than (i) pursuant to Subsections (a), (b) or (c) above; or (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing) for a consideration per share or having an exercise, conversion or exchange price (the "Offer Price") less than the Exercise Price in effect at the time of such issuance, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as In addition, until the Expiration Date, if the Company shall issue any Common Stock, prior to Adjustments. In the complete exercise of this Warrant for a consideration less than the Exercise Price that would be in effect at the time of such issue (except for issuances pursuant existing options or warrants), then, and thereafter successively upon each case adjustment, the issuance of any adjustment security or readjustment in debt instrument of the shares of Company carrying the right to convert such security or debt instrument into Common Stock (of any warrant, right or Other Securities) issuable on option to purchase Common Stock shall result in an adjustment to the exercise Exercise Price upon the issuance of the Warrantabove-described security, debt instrument, warrant, right, or option and against at any time upon the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms issuance of the Warrant above-described security, debt instrument, warrant, right, or option and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts against at any time upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number subsequent issuances of shares of Common Stock (upon exercise of such conversion or Other Securities) outstanding or deemed to be outstanding, and (c) purchase rights if such issuance is at a price lower than the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to upon such adjustment or readjustment and as adjusted or readjusted as provided issuance. The reduction of the Purchase Price described in this Warrant. The Company will forthwith mail a copy of each such certificate Section is in addition to the holder other rights of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)Holder described in Securities Purchase Agreement."

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide or split its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common StockStock or effect a reverse stock-split thereof, then, in each such event, the Exercise Price in effect immediately prior to such issuance, subdivision, split, combination or reverse stock-split shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price then in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 45(a). The number of shares of Common Stock that the holder Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 45) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 45) be in effect, and (b) the denominator is the adjusted Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any the foregoing cases, the adjustment or readjustment in shall be effective at the shares close of Common Stock (or Other Securities) issuable business on the exercise date of such issuance, subdivision, split, dividend, combination or reverse stock-split, as the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)case may be.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of shares of Common Stock Units that the holder of this Warrant Subscriber shall thereafter, on the exercise hereof as provided in Section 1, thereafter be entitled to receive (including the number Preferred Shares, Warrant Shares or Preferred Conversion Shares that the Subscriber may thereafter be entitled to receive upon conversion of the Preferred Shares or exercise of the Warrants, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such conversion or exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, shall be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect, such adjustment to take effect at the opening of business on the day upon the earlier of (i) such subdivision or combination becomes effective and (ii) the date of issuance, subdivision or combination of the Company’s Common Stock shall occur; or, in the case a dividend, the date fixed for determination of stockholders entitled to receive such dividend. For the purpose of this paragraph, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased increased, or decreased, as applicable, to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. In the event that the Company Coin Outlet shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4herein. The number of Units that the Subscriber shall thereafter be entitled to receive (including number of shares of Common Stock that or Warrant Shares the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, Subscriber may thereafter be entitled to receive upon exercise of the Warrants or execution of the share exchange through the exercise of the Option, as the case may be) shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4Section) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4Section) be in effect, and (b) the denominator is the Exercise Purchase Price then in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)effect.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock or Other Securities as a dividend or other distribution on outstanding Common StockStock or Other Securities, (b) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, or (c) combine or reclassify its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Purchase Price then in effect. The Exercise Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Purchase Price in effect on the date of such exercise. Certificate as In the event that any warrants issued to Adjustments. In each case of any adjustment or readjustment Trout Targets in the shares Transaction contain more favorable protection against dilution and other events to the holders of Common Stock (or Other Securities) issuable on such warrants than the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment provisions contained in accordance with the terms of the Warrant Section 3 and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise 4 of this Warrant, in effect immediately prior the provisions of this Warrant automatically shall be amended to include such adjustment or readjustment more favorable provisions for the benefit of the Holder, and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate the Company, promptly, at its expense, shall provide to the holder of the Holder a revised Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)containing such amended provisions.

Extraordinary Events Regarding Common Stock. (1) In the event that the Company shall (aA) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (bB) subdivide its outstanding shares of Common Stock, or (cC) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Conversion Price then in effect. The Exercise Conversion Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 2.1(c)(iv). (2) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within forty-five (45) days after the date fixed for determination of shareholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price immediately preceding the date such distribution is first publicly announced by the Company, the Conversion Price shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Price in effect immediately prior to the date fixed for determination of shareholders entitled to receive such rights or warrants by a fraction, (A) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the date fixed for determination of shareholders entitled to receive such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered would purchase at a price equal to the Conversion Price immediately preceding the date such distribution is first publicly announced by the Company, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date fixed for determination of shareholders entitled to receive such rights or warrants plus the total number of additional shares of Common Stock offered for subscription or purchase, such adjustment shall be successively made whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the date fixed for determination of shareholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price less than the Conversion Price immediately preceding the date such distribution is first publicly announced by the Company, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 2.1(c)(iv)(2) (and no adjustment to the Conversion Price under this Section 2.1(c)(iv)(2) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 2.1(c)(iv)(2). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Note, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 2.1(c)(iv)(2) was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued. No adjustment of the Conversion Price shall be made pursuant to this Section 2.1(c)(iv)(2) in respect of rights or warrants distributed or deemed distributed on any Trigger Event to the extent that such rights or warrants are actually distributed, or reserved by the Company for distribution to holders of Notes upon conversion by such holders of Notes to Common Stock. (3) If the Company shall issue or sell its Common Stock at a price per share less than the Conversion Price then in effect, or shall issue or sell any securities convertible, exchangeable, or exercisable into Common Stock at a price per share less than the Conversion Price then in effect, the Conversion Price shall be decreased such that the Conversion Price is equal to the lowest price per share at which the Company has issued or sold its Common Stock after October 1, 2008 such adjustment to take effect as of the date of the issuance or sale of such Common Stock; provided, however, that no adjustment shall he made to the Conversion Price for (A) the issuance of Common Stock pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to October 1, 2008 or the Notes, (B) the issuance of Common Stock or any other securities exercisable into shares of Common Stock pursuant to exercise of stock options granted or reserved under the Company’s employee stock options existing on October 1, 2008 or adopted thereafter, or (C) the issuance, after October 1, 2008, of Common Stock or any other securities exercisable into shares of Common Stock issued or granted to third-party consultants or employees of the Company and its subsidiaries under the Company’s employee stock options or pursuant to written contractual arrangements relating to the compensation for the services rendered to the Company or its subsidiaries by such consultants or employees, to the extent that all such shares or securities issued under subclauses (B) or (C) in this paragraph, in the aggregate, on a cumulative basis and without double counting, do not exceed five percent (5%) of the Common Stock of the Company issued and outstanding immediately prior to such issuance. (4) The Conversion Price, as so adjusted pursuant to Section 2.1(c)(iv), shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 2.1(c)(iv). The number of shares of Common Stock that the holder Holder of this Warrant Note shall thereafter, on the exercise conversion hereof as provided in Section 1Article II, or upon a payment of Interest as provided in Article I, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 42.1(c)(iv)) be issuable on such exercise conversion or payment of Interest (as applicable) by a fraction of which (ax) the numerator is the Exercise Conversion Price that would otherwise (but for the provisions of this Section 42.1(c)(iv)) be in effect, and (by) the denominator is the Exercise Conversion Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment conversion. (5) The Company may make such increases in the shares Conversion Price, in addition to those required by Section 2.1(c)(iv) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or Other Securitiesrights to acquire stock) issuable on or from any event treated as such for income tax purposes. (6) No adjustment in the exercise Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such rate; provided that any adjustments that by reason of Section 2.1(c)(iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made by the WarrantCompany and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest. (7) Whenever the Conversion Price is adjusted as herein provided, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment shall follow the procedures for the issuance of a Certificate of Adjustments as set forth below in accordance with the terms Section 2.1(c)(v). (8) For purposes of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is basedthis Section, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) at any time outstanding or deemed to be outstanding, and (c) shall not include shares held in the Exercise Price and treasury of the number Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this WarrantStock. The Company will forthwith mail a copy not pay any dividend or make any distribution on shares of each such certificate to Common Stock held in the holder treasury of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)Company.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, shall be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect, such adjustment to take effect at the opening of business on the day upon the earlier of (i) such subdivision or combination becomes effective and (ii) the date of issuance, subdivision or combination of the Company's Common Stock shall occur; or, in the case a dividend, the date fixed for determination of stockholders entitled to receive such dividend. For the purpose of this paragraph, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased increased, or decreased, as applicable, to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).

Extraordinary Events Regarding Common Stock. (a) In the event that the Company shall (ai) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (bii) subdivide its outstanding shares of Common Stock, or (ciii) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number Sub-section 2.4. (b) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock that entitling them (for a period expiring within forty-five (45) days after the holder date fixed for determination of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be shareholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Exercise Price immediately preceding the date such distribution is first publicly announced by the Company, the Exercise Price shall be increased to a number adjusted so that the same shall equal the rate determined by multiplying the Exercise Price in effect immediately prior to the date fixed for determination of shareholders entitled to receive such rights or warrants by a fraction, (i) the numerator of which shall be the sum of the number of shares of Common Stock outstanding at the close of business on the date fixed for determination of shareholders entitled to receive such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered would otherwise (but for the provisions of this Section 4) be issuable on such exercise by purchase at a fraction of which (a) the numerator is price equal to the Exercise Price that would otherwise immediately preceding the date such distribution is first publicly announced by the Company, and (but for the provisions of this Section 4) be in effect, and (bii) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) shall be the number of shares of Common Stock (outstanding on the date fixed for determination of shareholders entitled to receive such rights or Other Securities) outstanding or deemed to be outstanding, and (c) warrants plus the Exercise Price and the total number of additional shares of Common Stock offered for subscription or purchase, such adjustment shall be successively made whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the date fixed for determination of shareholders entitled to receive such rights or warrants. If such rights or warrants are not so issued, the Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if such date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at a price less than the Exercise Price immediately preceding the date such distribution is first publicly announced by the Company, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received upon by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Company. Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Sub-section (and no adjustment to the Exercise Price under this Sub-section will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price shall be made under this Sub-section 2.4(b). If any such rights or warrants, including any such existing rights or warrants distributed prior to the date of this Warrant, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price under this Sub-section was made, (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Exercise Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exercise Price shall be readjusted as if such rights and warrants had not been issued. No adjustment of the Exercise Price shall be made pursuant to this Sub-section 2.4(b) in respect of rights or warrants distributed or deemed distributed on any Trigger Event to the extent that such rights or warrants are actually distributed, or reserved by the Company for distribution to holders of the Company’s 7.75% Convertible Notes (the “Notes”) upon conversion by such holders of Notes to Common Stock. (c) If the Company shall issue or sell its Common Stock at a price per share less than the Exercise Price then in effect, or shall issue or sell any securities convertible, exchangeable, or exercisable into Common Stock at a price per share less than the Exercise Price then in effect, the Exercise Price shall be decreased such that the Exercise Price is equal to the lowest price or per share at which the Company has issued or sold its Common Stock after October 1, 2008 such adjustment to take effect as of the date of the issuance or sale of such Common Stock; provided, however, that no adjustment shall he made to the Exercise Price for (i) the issuance of Common Stock pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to October 1, 2008 or the Notes, (ii) the issuance of Common Stock or any other securities exercisable into shares of Common Stock pursuant to exercise of stock options granted or reserved under the Company’s employee stock options existing on October 1, 2008 or adopted thereafter, or (iii) the issuance, after October 1, 2008, of Common Stock or any other securities exercisable into shares of Common Stock issued or granted to third-party consultants or employees of the Company and its subsidiaries under the Company’s employee stock options or pursuant to written contractual arrangements relating to the compensation for the services rendered to the Company or its subsidiaries by such consultants or employees, to the extent that all such shares or securities issued under subclauses (ii) or (iii) in this paragraph, in the aggregate, on a cumulative basis and without double counting, do not exceed five percent (5%) of the Common Stock of the Company issued and outstanding immediately prior to such adjustment issuance. (d) The Company may make such increases in the Exercise Price, in addition to those required by Sub-section 2.4 as the Board of Directors considers to be advisable to avoid or readjustment and diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. (e) The Exercise Price, as so adjusted pursuant to Sub-section 2.4, shall be readjusted in the same manner upon the happening of any successive event or readjusted as provided events described herein in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)Sub-section 2.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock its common stock as a dividend or other distribution on outstanding Common Stockcommon stock, (b) subdivide its outstanding shares of Common Stockcommon stock, or (c) combine its outstanding shares of the Common Stock common stock into a smaller number of shares of the Common Stockcommon stock, or (d) the Company’s outstanding common stock shall have been changed into a different number of shares or a different class solely as a result of a reclassification, exchange, recapitalization or similar transaction, then, in each such event, (x) in the Exercise case of Clauses (a),(b) or (c), each of the Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price by a fraction, the numerator of which shall be the number of shares of Common Stock common stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock common stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, then in effecteffect or (y) in the case of Clause (d), then the Per Share Price, First Triggering Per Share Price and Second Triggering Per Share Price shall be appropriately adjusted to reflect such event. The Exercise Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 42(g). The number of shares Protected Shares and the number of Common Stock Additional Shares that the holder of this Warrant Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock common stock that would otherwise (but for the provisions of this Section 42(g)) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price that would otherwise (but for the provisions of this Section 42(g)) be in effect, and (b) the denominator is the Exercise respective Per Share Price, First Triggering Per Share Price and the Second Triggering Per Share Price, in effect on the date of such exercise. Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)issuance.

Extraordinary Events Regarding Common Stock. In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common StockStock or any preferred stock issued by the Company, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 45. The number of shares of Common Stock that the holder of this Warrant Holder shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be increased adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 45) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 45) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such exercise. Certificate as to Adjustmentsexercise (taking into account the provisions of this Section 5). In each case the event the Company issues additional shares of the Common Stock or any adjustment security exercisable for or readjustment in convertible into Common Stock, where the effect of issuance is or the terms of such security provide for the subscription for shares of Common Stock (or Other Securities) issuable on at a price per share less than the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable most recent subscription price used by the Company for any additional in issuing shares of Common Stock (or Other Securities) issued or sold or deemed to on market terms, proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after such issuance, shall be placed in that position the Holder would have been issued or soldif such Holder had exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Sections 4 and 6. In the event the Company pays a cash dividend on the outstanding shares of Common Stock aggregating in excess of 10% of the "net assets" of the Company (b) as defined in Section 154 of the Delaware General Corporation Law), proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as provided in Section 1 at any time after such payment, shall receive upon such exercise the number of shares of Common Stock (or Other Securities) outstanding or deemed it would otherwise have been entitled to be outstanding, and (c) the Exercise Price and receive plus that number of additional shares of Common Stock equal to the number of shares the pro rata amount of Common Stock to be such dividend the Holder would have received upon exercise of if such Holder had exercised this Warrant, in effect Warrant immediately prior thereto would have purchased at the fair market value thereof immediately after such dividend is paid, all subject to such further adjustment or readjustment and as adjusted or readjusted thereafter as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the holder of the Warrant Sections 4 and any Warrant agent of the Company (appointed pursuant to Section 11 hereof)6.