Common use of Other Distributions Clause in Contracts

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if If the Company shall declare or make any dividend or other distribution (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of the Warrants) of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend ), except to the extent an adjustment was already made pursuant to Section 4.1.1 or distribution referred to in Section 3(a) or Section 3(b) 4.2 (a “Distribution”), at any time after the issuance of this a Warrant, then, in each such case, the Holder Company shall be entitled to participate in such reserve and put aside the maximum Distribution to the same extent that amount the Holder would have participated therein been entitled to receive if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this such Warrant (without regard to any limitations on exercise hereofthereof, including without limitation, the Maximum Percentage) immediately before the date of on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution. Upon exercise of a Warrant, in whole or in part, the Company shall, contemporaneously with the delivery of the Common Stock, distribute to the Holder a pro rata portion of such Distribution based on the portion of the Warrant that has been exercised (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution Distributions would result in the Holder exceeding the Maximum Percentage, then, at such time, then the Holder shall not be entitled to participate in such Distribution at such time and to such extent (or in the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution to such extent shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To , at which time or times the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance for abeyance) to the benefit of the Holder until the Holder has exercised this Warrantsame extent as if there had been no such limitation).

Other Distributions. During such In case at any time as this Warrant is outstanding, if or from time to time the Company shall declare or make take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive any dividend or other distribution of its assets not covered by Section 5(a)(i) above (or rights to acquire its assets) to holders of shares of Common Stockcollectively, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”) of: (A) cash; (B) any evidences of its indebtedness (other than Convertible Securities), at any time after shares of its Capital Stock (other than additional shares of Common Stock or Convertible Securities) or any other securities or property of any nature whatsoever (other than cash); or (C) any options, warrants or other rights to subscribe for or purchase any of the issuance following: any evidences of this Warrantits indebtedness (other than Convertible Securities), then, in each such case, any shares of its Capital Stock (other than additional shares of Common Stock or Convertible Securities) or any other securities or property of any nature whatsoever; then the Holder shall be entitled to participate elect, by written notice to the Company, to receive (1) in the event such notice is delivered to the Company prior to such Distribution immediately upon the occurrence of such Distribution and without further payment the cash, evidences of indebtedness, Capital Stock, securities, other property, options, warrants and/or other rights (or any portion thereof) to the same extent that which the Holder would have participated therein been entitled by way of such Distribution as if the Holder had held exercised this Warrant immediately prior to such Distribution; provided, however, the requirement in this clause (1) that notice be delivered by the Holder prior to any Distribution shall only be applicable if the Holder shall have received notice of such Distribution from the Company in accordance with Section 5(d), otherwise, notice following such Distribution shall be effective, or (2) in the event that the Holder does not provide prior written notice to the Company prior to such Distribution in accordance with clause (1) above, to elect to receive the consideration set forth in clause (1) above, then upon the exercise of this Warrant at any time on or after the taking of such record in accordance with the terms hereof, provided such Distribution does in fact occur, the number of Warrant Shares to be received upon exercise of this Warrant determined as stated herein and, in addition and without further payment, the cash, evidences of indebtedness, Capital Stock, securities, other property, options, warrants and/or other rights (or any portion thereof) to which the Holder would have been entitled by way of such Distribution (and subsequent dividends and distributions on any of the securities received in connection with such Distribution) through the date of exercise as if such Holder (x) had exercised this Warrant immediately prior to such Distribution and (y) had retained the Distribution in respect of the securities distributed in connection with such Distribution (and any and all dividends and distributions of any nature whatsoever in respect of any stock or securities paid as dividends and subsequent distributions and originating directly or indirectly from such securities). A reclassification of the shares of Common Stock into shares of Common Stock and shares of any other class of stock shall be deemed a Distribution by the Company to the holders of its shares of Common Stock of such shares of such other class of stock and, if the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock acquirable upon complete exercise as a part of this Warrant (without regard to any limitations on exercise hereofsuch reclassification, including without limitationsuch event shall be deemed a Stock Subdivision or Stock Combination, as the Maximum Percentage) immediately before case may be, of the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of outstanding shares of Common Stock are to be determined for within the participation in such Distribution (provided, however, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership meaning of any shares of Common Stock as a result of such Distribution to such extentSection 5(a)(i) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warranthereof.

Other Distributions. During such time as this Warrant is outstanding, if In case the Company shall declare or make any dividend or other distribution 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 corporation) evidences of its indebtedness or assets (excluding cash dividends or rights to acquire its assets) to holders distributions payable out of shares of Common Stock, by way of return of capital consolidated earnings or otherwise (including, without limitation, any distribution of cash, stock earned surplus and dividends or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution distributions referred to in Section 3(asubparagraph (a) above or in the paragraph immediately following this paragraph) or Section 3(brights, options or warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase debt securities, assets or other securities of the Company (excluding those referred to in subparagraph (b) (a “Distribution”above), at any time after the issuance of this Warrant, then, then in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held case the number of shares of Common Stock acquirable thereafter purchasable upon complete the exercise of this the Warrant (without regard to any limitations on exercise hereof, including without limitation, shall be determined by multiplying the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders number of shares of Common Stock are theretofore purchasable upon the exercise of the Warrant by a fraction, of which the numerator shall be the then current market price per share of Common Stock (as defined in subparagraph (d) below) on the date of such distribution, and of which the denominator shall be the then current market price per share of Common Stock, less the then fair market value of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one share of Common Stock. Such adjustment shall be determined made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the participation determination of stockholders entitled to receive such distribution. In the event of a distribution by the Company to all holders of its shares of Common Stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of shares of Common Stock purchasable upon the exercise of the Warrant, the Holder of the Warrant, upon the exercise thereof at any time after such Distribution (distribution shall be entitled to receive from the Company the stock or other securities to which the Holder would have been entitled if the Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 6; provided, however, to the extent that no adjustment in respect of cash dividends or interest on such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (stock or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution other securities shall be held in abeyance for made during the benefit term of the Holder until such later time, if ever, as its right thereto would not result in Warrant or upon the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time exercise of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this a Warrant.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section Sections 3(a) or Section 3(b(b) above (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including including, without limitation, the Maximum PercentageBeneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (Distribution; provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation, then, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage)Beneficial Ownership Limitation. To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this WarrantWarrant in full.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section Sections 3(a) or Section 3(b(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum PercentageBeneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation, then, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely completed exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum PercentageBeneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation, then, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely completed exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if In case the Company shall declare or make any shall, by dividend or other distribution otherwise, distribute to all holders of its assets (Common Stock cash, evidences of indebtedness, shares of any class of capital stock or any other property or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other including securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transactionbut excluding (i) other than any dividend or distribution referred to in Section 3(a6.1, and (ii) any merger or consolidation or other transactions to which Section 3(b) (a “Distribution”6.4 applies), at any time after the issuance of this Warrant, then, in each such caseevent, upon the exercise of the Warrant, the Holder shall be entitled to participate receive from the Company, in such Distribution addition to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders Holder is entitled, any cash, evidences of indebtedness, shares of Common Stock are to be determined for any class of capital stock or any other property distributed by the participation in such Distribution (provided, however, Company with respect to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result to which the exercised Warrant pertains, and until such exercise the Company shall retain the cash, evidences of such Distribution to such extent) and the portion indebtedness, shares of such Distribution shall be held any class of capital stock, or other property or rights so distributed in abeyance trust for the benefit of the Holder. Upon the expiration of any such unexercised Warrant, to the extent not exercised, the property held in trust shall be released to the Company or its designee. In the event of a distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Shares purchasable upon the exercise of any of the Warrants, the Holder until of any of the Warrants, upon the exercise thereof at any time after such later timedistribution, if evershall be entitled to receive from the Company, such subsidiary or both, as its right thereto the Company shall determine, the stock or other securities to which such Holder would not result have been entitled if such Holder had exercised the particular Warrant immediately prior thereto, all subject to further adjustment as provided in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this WarrantSection 6.

Other Distributions. During such time as this If the Company fixes a record date for the making of any distribution of stock, other securities, evidences of indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding: (i) dividends or distributions and rights or warrants referred to in Sections 5.1(b) or 5.1(c); (ii) dividends or distributions paid exclusively in cash referred to in Section 5.1(e); and (iii) any Transaction Consideration in a Reorganization Event (for which Sections 5.1(i)(A) and (B) apply) or a Sale of the Company (for which Section 5.1(i)(C) applies), then the number of Warrant Shares for which each Warrant is outstandingexercisable will be adjusted based on the following formula: NS' = NS0 x ▇▇▇ ▇▇▇ - FMV where, NS' = the number of Warrant Shares for which each Warrant is exercisable in effect immediately after such distribution NS0 = the number of Warrant Shares for which each Warrant is exercisable in effect immediately prior to such distribution SP0 = the Current Market Price per share of Common Stock FMV = the fair market value (as determined reasonably and in good faith by the Company) of the shares, other securities, evidences of indebtedness, assets or property distributed with respect to each issued and outstanding share of Common Stock on the record date for such distribution. Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution. Such adjustment shall be made successively whenever such a record date is fixed with respect to a subsequent event. To the extent such distribution is not so paid or made, the number of Warrant Shares will be readjusted to the number that would then be in effect had the adjustment been made on the basis of only the distribution, if any, actually made or paid. In the event the Company makes a distribution of rights pursuant to a stockholder rights plan, no adjustment shall declare or make any be required under this Section 5.1(d) until the time such rights become exercisable. With respect to an adjustment pursuant to this Section 5.1(d) where there has been a payment of a dividend or other distribution on the Common Stock or shares of its assets any class or series, or similar equity interest, of or relating to a subsidiary or other business unit listed on a national securities exchange (a “Spin-Off”), the number of Warrant Shares for which each Warrant is exercisable in effect immediately before 5:00 p.m., New York City time, on the record date fixed for determination of stockholders entitled to receive the distribution will be increased based on the following formula: NS' = NS0 x FMV0 + MP0 MP0 where, NS' = the number of Warrant Shares for which each Warrant is exercisable in effect immediately after such distribution NS0 = the number of Warrant Shares for which each Warrant is exercisable in effect immediately prior to such distribution FMV0 = the product of (1) the average of the Quoted Prices of one unit of such capital stock, share capital or rights to acquire its assetssimilar equity interest over the first ten consecutive Trading Day period after the effective date of the Spin-Off and (2) to holders the number of shares units of such capital stock, share capital or equity interests distributed per share of Common Stock. MP0 = the average of the Quoted Prices of Common Stock over the first ten consecutive Trading Day period after the effective date of the Spin-Off. Such adjustment shall occur on the tenth consecutive Trading Day from, by way of return of capital or otherwise (and including, without limitation, any distribution the effective date of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder Spin-Off. No adjustment shall be entitled made pursuant to participate in such Distribution to this Section 5.1(d) which shall have the same extent that the Holder would have participated therein if the Holder had held effect of decreasing the number of shares of Common Stock acquirable Warrant Shares issuable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage)each Warrant. To the extent such distribution is not so paid or made, the number of Warrant Shares will be readjusted to the number that this Warrant has not would then be in effect had the adjustment been partially made on the basis of only the distribution, if any, actually made or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrantpaid.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such If the Company, at any time as while this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) of holders of shares its Ordinary Shares (excluding dividends of Common Stockits Ordinary Shares and other dividends or distributions referred to in Section 3(a) above), by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Ordinary Shares are to be determined for the participation in such Distribution (Distribution; provided, however, that the Holder shall only be permitted to take delivery of such Distribution if and to the extent the Holder exercises some or all of the Warrant (the portion of delivery of the Distribution shall be based on the pro rata portion of the Warrant Shares issuable upon the portion of the Warrant exercised as compared to the maximum number of Warrant Shares issuable upon complete exercise of the Warrant), provided that, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised the Warrant, at which time the Company shall issue to the Holder the pro rata portion of such Distribution equivalent to that portion of this WarrantWarrant then exercised.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation and the Maximum Percentage, as applicable) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation or the Maximum Percentage, thenas applicable, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or Maximum Percentage, as applicable). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if In case the Company shall declare or make any shall, by dividend or other distribution otherwise, distribute to all holders of its assets (Common Stock cash, evidences of indebtedness, shares of any class of capital stock or any other property or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other including securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transactionbut excluding (i) other than any dividend or distribution referred to in Section 3(a6.1, and (ii) any merger or consolidation or other transactions to which Section 3(b) (a “Distribution”6.4 applies), at any time after the issuance of this Warrant, then, in each such caseevent, upon the exercise of the Warrant, the Holder shall be entitled to participate receive from the Company, in such Distribution addition to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders Holder is entitled, any cash, evidences of indebtedness, shares of Common Stock are to be determined for any class of capital stock or any other property distributed by the participation in such Distribution (provided, however, Company with respect to the extent that such participation by the Holder in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result to which the exercised Warrant pertains, and until such Exercise the Company shall retain the cash, evidences of such Distribution to such extent) and the portion indebtedness, shares of such Distribution shall be held any class of capital stock, or other property or rights so distributed in abeyance trust for the benefit of the Holder. Upon the expiration of any such unexercised Warrant, to the extent not exercised, the property held in trust shall be released to the Company or its designee. In the event of a distribution by the Company to holders of its shares of Common Stock of stock of a subsidiary or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the number of Shares purchasable upon the exercise of any of the Warrants, the Holder until of any of the Warrants, upon the exercise thereof at any time after such later timedistribution, if evershall be entitled to receive from the Company, such subsidiary or both, as its right thereto the Company shall determine, the stock or other securities to which such Holder would not result have been entitled if such Holder had exercised the particular Warrant immediately prior thereto, all subject to further adjustment as provided in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this WarrantSection 6.

Other Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, evidences of indebtedness of the Company or any other Person or any other property (including shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary) or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution referred to in Section 3(a) or Section 3(b) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum PercentageBeneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that such participation by the Holder Holder’s right to participate in any such Distribution would result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation, then, at such time, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum PercentageBeneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely completed exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

Other Distributions. During such time as this Warrant is outstanding, if In case the Company shall declare or make any dividend or other fix a record date for the making of a distribution of its assets (or rights to acquire its assets) to all holders of shares of its Common Stock (i) of shares of any class other than its Common Stock, by way (ii) of return evidence of capital indebtedness of the Company or otherwise any Company Subsidiary, (includingiii) of assets (excluding Ordinary Cash Dividends, without limitation, any distribution of cash, stock and dividends or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution distributions referred to in Section 3(a) or Section 3(b) (a “Distribution”14(B)), at any time after the issuance or (iv) of this Warrant, thenrights or warrants (excluding those referred to in Section 14(B)), in each such case, the Holder Exercise Price in effect prior thereto shall be entitled to participate in such Distribution reduced immediately thereafter to the same extent that price determined by dividing (x) an amount equal to the Holder would have participated therein if the Holder had held difference resulting from (1) the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations outstanding on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is takendate multiplied by the Exercise Price per Share on such record date, less (2) the date fair market value (as reasonably determined by the Board of which Directors) of said shares or evidences of indebtedness or assets or rights or warrants to be so distributed, by (y) the record holders number of shares of Common Stock are outstanding on such record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be determined for readjusted, effective as of the participation in date when the Board of Directors determines not to distribute such Distribution (providedshares, howeverevidences of indebtedness, assets, rights or warrants, as the case may be, to the extent Exercise Price that such participation by the Holder would then be in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) effect and the portion number of such Distribution shall Shares that would then be held in abeyance for the benefit issuable upon exercise of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has if such record date had not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrantfixed.

Other Distributions. During such time as this Warrant is outstanding, if In case the Company shall declare or make any dividend or other fix a record date for the making of a distribution of its assets (or rights to acquire its assets) to all holders of shares of its Common Stock (i) of shares of any class other than its Common Stock, by way (ii) of return evidence of capital indebtedness of the Company or otherwise any Company Subsidiary, (includingiii) of assets (excluding Ordinary Cash Dividends, without limitation, any distribution of cash, stock and dividends or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than any dividend or distribution distributions referred to in Section 3(a) or Section 3(b) (a “Distribution”13(B)), at any time after the issuance or (iv) of this Warrant, thenrights or warrants (excluding those referred to in Section 13(B)), in each such case, the Holder Exercise Price in effect prior thereto shall be entitled to participate in such Distribution reduced immediately thereafter to the same extent that price determined by dividing (x) an amount equal to the Holder would have participated therein if the Holder had held difference resulting from (1) the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations outstanding on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date of which a record is taken for such Distribution, or, if no such record is takendate multiplied by the Exercise Price per Share on such record date, less (2) the date fair market value (as reasonably determined by the Board of which Directors) of said shares or evidences of indebtedness or assets or rights or warrants to be so distributed, by (y) the record holders number of shares of Common Stock are outstanding on such record date; such adjustment shall be made successively whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the issuance giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be determined for readjusted, effective as of the participation in date when the Board of Directors determines not to distribute such Distribution (providedshares, howeverevidences of indebtedness, assets, rights or warrants, as the case may be, to the extent Exercise Price that such participation by the Holder would then be in any such Distribution would result in the Holder exceeding the Maximum Percentage, then, at such time, the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) effect and the portion number of such Distribution shall Shares that would then be held in abeyance for the benefit issuable upon exercise of the Holder until such later time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage). To the extent that this Warrant has if such record date had not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrantfixed.