Common use of Other Dividends Clause in Contracts

Other Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in these Amended and Restated Articles of Incorporation) the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid plus (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the applicable Original Issue Price; provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one (1) class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Original Issue Price” shall mean, as to the Series A Preferred Stock, $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Series A Preferred Stock.

Other Dividends. The Corporation shall not declareIf the Company, pay at any time while this Warrant is outstanding, makes or set aside declares, or fixes a record date for, any dividends on shares of dividend or any other class distribution payable in cash or series of capital stock of the Corporation other property (other than dividends on shares Shares or other equity securities of Common Stock payable in shares the Company) (each such dividend or distribution, a “Specified Warrant Period Dividend”), then, provision shall be made so that the Purchaser shall receive upon exercise of Common Stock) unless (the Warrant, in addition to the obtaining number of Exercise Shares received thereupon (the “Applicable Exercise Shares”), the Specified Warrant Period Dividend which the Purchaser would have been entitled to receive had the Applicable Exercise Shares been issued immediately prior to the record date for each such Specified Warrant Period Dividend and, with respect to a Specified Warrant Period Dividend of any consents required elsewhere in these Amended property other than cash, had the Purchaser thereafter, during the period from the date of such event to and Restated Articles of Incorporation) including the holders Exercise Date, retained such property receivable by it as aforesaid during such period, taking into account any adjustments provided for during such period under this Warrant with respect to the rights of the Series A Preferred Stock then outstanding Purchaser. Upon the making of any Specified Warrant Period Dividend, the Company shall first receive, set aside a sufficient amount of cash or simultaneously receive, a dividend other property to pay the Specified Warrant Period Dividend on each outstanding share the maximum number of Series A Preferred Stock in an amount at least equal Exercise Shares issuable pursuant to the sum Warrant (the “Set-Aside Amount”). With respect to any Specified Warrant Period Dividend paid in cash, the Company shall invest the Set-Aside Amount as directed by Purchaser (the “Set-Aside Investment”), and upon exercise of the Warrant, in addition to the Special Warrant Period Dividend, Purchaser shall be entitled to receive any earnings that accrue on the Set-Aside Investment, provided that in the event that the value of the Set-Aside Investment decreases below the Set-Aside Amount (i) the amount of such decrease, if any, the “Set-Aside Investment Loss”), the amount payable to Purchaser upon exercise of the Warrant shall be decreased by the amount of the aggregate Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid plus (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the applicable Original Issue Price; provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one (1) class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Original Issue Price” shall mean, as to the Series A Preferred Stock, $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Series A Preferred StockSet-Aside Investment Loss.

Other Dividends. The Corporation In case the Company shall not declare, pay dividend or set aside any dividends on distribute to all holders of Common Stock shares of any other class or series of capital stock Capital Stock of the Corporation Company (other than Common Stock), evidences of Indebtedness or other assets (other than cash dividends on shares or distributions covered by Section 5.1), or shall dividend or distribute to all holders of Common Stock payable warrants, options or rights to subscribe for or purchase securities, then, in shares each such case, the Warrant Price shall be decreased by multiplying the Warrant Price in effect immediately prior to the close of business on the record date for the determination of holders of Common Stock entitled to such dividend or distribution by a fraction of which (a) the numerator shall be an amount equal to (i) the Current Market Price of Common Stock, less (ii) unless the fair market value (as determined in good faith by the Company’s Board of Directors), on such record date, of the portion of the shares of Capital Stock, evidences of Indebtedness, assets, warrants, options or rights to be dividend or distributed applicable to one share of Common Stock, and (b) the denominator shall be the Current Market Price of the Common Stock, such decrease to become effective immediately prior to the opening of business on the day following such record date; provided, however, that if such denominator is equal to or less than one, then, in lieu of the foregoing adjustment to the Warrant Price, adequate provision shall be made so that each Holder shall have the right to receive upon exercise of Warrants, in addition to the obtaining of any consents required elsewhere in these Amended and Restated Articles of Incorporation) the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in an amount at least equal to the sum of (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid plus (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable (and cash, if any, payable) upon conversion such exercise, an amount of a share shares of Series A Preferred Capital Stock, in each case calculated evidences of Indebtedness, assets, options, warrants or rights that such Holder would have received had such Holder exercised all of its Warrants on such record date. In the record date for determination of holders entitled to receive event that such dividend or (B) in the case of a dividend on any class or series that distribution is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class so paid or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the applicable Original Issue Price; provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one (1) class or series of capital stock of the Corporationmade, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Original Issue Price” shall mean, as to the Series A Preferred Stock, $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Series A Preferred Stockdistribution had not been declared.

Other Dividends. The Corporation shall not declareIf the Company, pay at any time while this Warrant is outstanding, makes or set aside declares, or fixes a record date for, any dividends on shares of dividend or any other class distribution payable in cash or series of capital stock of the Corporation other property (other than dividends on shares Shares or other equity securities of Common Stock payable in shares the Company) (each such dividend or distribution, a “Specified Warrant Period Dividend”), then, provision shall be made so that the Purchaser shall receive upon exercise of Common Stock) unless (the Warrant, in addition to the obtaining number of Exercise Shares received thereupon (the “Applicable Exercise Shares”), the Specified Warrant Period Dividend which the Purchaser would have been entitled to receive had the Applicable Exercise Shares been issued immediately prior to the record date for each such Specified Warrant Period Dividend and, with respect to a Specified Warrant Period Dividend of any consents required elsewhere in these Amended property other than cash, had the Purchaser thereafter, during the period from the date of such event to and Restated Articles of Incorporation) including the holders Exercise Date, retained such property receivable by it as aforesaid during such period, taking into account any adjustments provided for during such period under this Warrant with respect to the rights of the Series A Preferred Stock then outstanding Purchaser. Upon the making of any Specified Warrant Period Dividend, the Company shall first receive, set aside a sufficient amount of cash or simultaneously receive, a dividend other property to pay the Specified Warrant Period Dividend on each outstanding share the maximum number of Series A Preferred Stock in an amount at least equal Exercise Shares issuable pursuant to the sum Warrant (the “Set-Aside Amount”). With respect to any Specified Warrant Period Dividend paid in cash, the Company shall invest the Set-Aside Amount as directed by Xxxxxxxxx (the “Set-Aside Investment”), and upon exercise of the Warrant, in addition to the Special Warrant Period Dividend, Purchaser shall be entitled to receive any earnings that accrue on the Set-Aside Investment, provided that in the event that the value of the Set-Aside Investment decreases below the Set-Aside Amount (i) the amount of such decrease, if any, the “Set-Aside Investment Loss”), the amount payable to Purchaser upon exercise of the Warrant shall be decreased by the amount of the aggregate Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid plus (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series A Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Series A Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the applicable Original Issue Price; provided that if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one (1) class or series of capital stock of the Corporation, the dividend payable to the holders of Series A Preferred Stock pursuant to this Section 1 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series A Preferred Stock dividend. The “Original Issue Price” shall mean, as to the Series A Preferred Stock, $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the applicable Series A Preferred StockSet-Aside Investment Loss.