Common use of Rights Offerings Clause in Contracts

Rights Offerings. If at any time the Company shall distribute rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value of the Common Stock on the last trading day preceding the date on which the Board declares such distribution of rights or warrants, the Exercise Price in effect immediately prior to the close of business on the record date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrants.

Rights Offerings. If Subject to Section 26, if at any time the Company Corporation shall distribute rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value of the Common Stock on the last trading day preceding the date on which the Board of Directors declares such distribution of rights or warrants, the Exercise Price in effect immediately prior to the close of business on the record date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the number of shares of Common Stock issuable upon the exercise of each the Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 9 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each the Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each the Warrant if no adjustment had been made on account of such expired rights or warrants.

Rights Offerings. If at any time the Company Corporation shall distribute rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value of the Common Stock on the last trading day preceding the date on which the Board of Directors declares such distribution of rights or warrants, the Exercise Price in effect immediately prior to the close of business on the record date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the number of shares of Common Stock issuable upon the exercise of each the Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 9 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each the Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each the Warrant if no adjustment had been made on account of such expired rights or warrants.

Rights Offerings. If at any time the Company shall distribute rights or warrants issues to all or substantially all holders of its the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 days60 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the Fair Market Value average of the daily volume-weighted average trading prices of the Common Stock on for the last 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which of announcement of such issuance, at the Board declares such distribution sole discretion of the Registered Holder, the Registered Holder may elect (including a partial election whereby the Registered Holder receives the proportionate benefits of subclauses (1) and (2) herein) either (1) to receive a number of rights that reflects the amount of rights the Registered Holders would have received had it exercised its Advisor Warrants in full prior to the rights offering and received Common Stock, or warrants(2) to have the Warrant Price reduced based on the following formula: Warrant Price (Adjusted) = WP(Pre) * [(OS0 + Y)/(OS0 + X)] where, WP(Pre) = the Exercise Warrant Price in effect immediately prior to the close open of business on the record ex-dividend date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) issuance; OS0 = the number of shares of Common Stock outstanding at immediately prior to the close open of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of ex-dividend date; X = the total number of shares of Common Stock so offered for subscription issuable pursuant to such rights, options or purchase would purchase at such Fair Market Value divided by (y) warrants; and Y = the number of shares of Common Stock outstanding equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the daily volume-weighted average trading prices of the Common Stock over the 10-consecutive-trading-day-period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants. If any event requiring adjustment under this Section 4.10 occurs at any time following the close Business Combination, Number of Advisor Warrant Shares shall be adjusted as follows: Number of Advisor Warrant Shares (Adjusted) = AWSPre * [(OS0 + X)/(OS0 + Y)] where, AWSPre means the Number of Advisor Warrant Shares immediately prior to such event; and, OS0, X and Y are each as defined above. Any amendment made under this Section 4.10 shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such record date plus issuance. To the number extent that any rights, options or warrants that triggered a decrease in Warrant Price under this Section 4.10 shall expire unexercised, the decrease shall be recalculated as though such expired rights, options or warrants had never been issued. For purposes of this Section 4.10, in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of daily volume-weighted average trading prices of the Common Stock referred to in the beginning of this Section 4.10, and in determining the aggregate offering price of such shares of Common Stock so offered Stock, there shall be taken into account any consideration received by the Company for subscription such rights, options or purchase. In such eventwarrants and any amount payable on exercise or conversion thereof, the number value of shares of Common Stock issuable upon the exercise of each Warrant as such consideration, if other than cash, to be determined in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number good faith by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrantsBoard.

Rights Offerings. If at any time the Company shall distribute rights or warrants issues to all or substantially all holders of its the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan) entitling them, for a period of not more than 45 days60 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the Fair Market Value average of the daily volume-weighted average trading prices of the Common Stock on for the last 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which of announcement of such issuance, at the Board declares such distribution sole discretion of the Registered Holder, the Registered Holder may elect (including a partial election whereby the Registered Holder receives the proportionate benefits of subclauses (1) and (2) herein) either (1) to receive a number of rights that reflects the amount of rights the Registered Holders would have received had it exercised its Director Warrants in full prior to the rights offering and received Common Stock, or warrants(2) to have the Warrant Price reduced based on the following formula: Warrant Price (Adjusted) = WP(Pre) * [(OS0 + Y)/(OS0 + X)] where, WP(Pre) = the Exercise Warrant Price in effect immediately prior to the close open of business on the record ex-dividend date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) issuance; OS0 = the number of shares of Common Stock outstanding at immediately prior to the close open of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of ex-dividend date; X = the total number of shares of Common Stock so offered for subscription issuable pursuant to such rights, options or purchase would purchase at such Fair Market Value divided by (y) warrants; and Y = the number of shares of Common Stock outstanding equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the daily volume-weighted average trading prices of the Common Stock over the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants. If any event requiring adjustment under this Section 4.11 occurs at any time following the close initial Business Combination, the Number of Director Warrant Shares shall be adjusted as follows: Number of Director Warrant Shares (Adjusted) = DWSPre * [(OS0 + X)/(OS0 + Y)] where, DWSPre means the Number of Director Warrant Shares immediately prior to such event; and, OS0, X and Y are each as defined above. Any amendment made under this Section shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such record date plus issuance. To the number extent that any rights, options or warrants that triggered a decrease in Warrant Price under this Section shall expire unexercised, the decrease shall be recalculated as though such expired rights, options or warrants had never been issued. For purposes of this Section, in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of daily volume-weighted average trading prices of the Common Stock referred to in the beginning of this Section, and in determining the aggregate offering price of such shares of Common Stock so offered Stock, there shall be taken into account any consideration received by the Company for subscription such rights, options or purchase. In such eventwarrants and any amount payable on exercise or conversion thereof, the number value of shares of Common Stock issuable upon the exercise of each Warrant as such consideration, if other than cash, to be determined in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number good faith by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrantsBoard.

Rights Offerings. If and whenever at any time after the Issue Date but prior to the Expiry Time, the Company shall distribute rights fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its Common Stock outstanding Ordinary Shares entitling them, for a period of expiring not more than 45 daysforty-five (45) days after such record date, to subscribe for or purchase shares of Common Stock Ordinary Shares (or securities convertible into or exchangeable for Ordinary Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Fair Market Value of the Common Stock per Share on the last trading day preceding the date on which the Board declares such distribution of rights or warrantsrecord date, the Exercise Price in effect immediately prior to the close of business on the such record date for such distribution shall be reduced adjusted immediately thereafter to after such record date so that it shall equal the price determined by multiplying such the Exercise Price in effect on such record date by a fraction, of which the quotient of (x) numerator shall be the total number of shares Ordinary Shares outstanding on such record date plus a number arrived at by dividing the aggregate price of Common Stock the total number of additional Ordinary Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Fair Value per Share, and of which the denominator shall be the total number of Ordinary Shares outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so additional Ordinary Shares offered for subscription or purchase would purchase at such Fair Market Value divided by (y) or into which the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock convertible securities so offered are convertible or exchangeable). Ordinary Shares owned by or held for subscription the account of the Company as treasury shares shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any such rights, options or purchase. In warrants are not so issued or any such eventrights, the number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately options or warrants are not exercised prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangementexpiration thereof, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and if such record date had not been fixed or to the number of Shares Exercise Price that would then be issuable in effect based upon the number and aggregate price of Ordinary Shares (or securities convertible into or exchangeable for Ordinary Shares) actually issued upon the exercise of each Warrant if no adjustment had been made on account of such expired rights rights, options or warrants, as the case may be.

Rights Offerings. If at any time the Company Corporation shall distribute rights or warrants to all or substantially all holders of its Common Stock entitling them, for a period of not more than 45 days, to subscribe for or purchase shares of Common Stock at a price per share less than the Fair Market Value of the Common Stock on the last trading day preceding the date on which the Board of Directors declares such distribution of rights or warrants, the Exercise Price in effect immediately prior to the close of business on the record date for such distribution shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the number of shares of Common Stock issuable upon the exercise of each the Warrant as in effect immediately prior to the close of business on such record date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrants.preceding

Rights Offerings. (a) If at any Purchaser exercises its option to provide the Increased Additional Equity Commitment during the 90 calendar day period commencing on the first to occur of 365 days after the Extension Date and the funding in full by Purchaser of the Initial Growth Equity Commitment (or such earlier time to which the parties agree that initiating a rights offering is appropriate given Purchaser's additional investments in the Company), the Company shall distribute be permitted, in the Company's sole discretion, to initiate an offering of non-transferable rights or warrants (the "Initial Rights Offering") pursuant to all or substantially all which the holders of its shares of Common Stock entitling them, for a period of not more (other than 45 days, Purchaser and its Affiliates) will be entitled to subscribe for or purchase shares of Common Stock at a price per share less than equal to the Fair Market Value per share price paid by Purchaser in connection with the issuance and sale of the Common Stock on pursuant to the last trading day preceding Initial Growth Equity Commitment. In the date on which event that Purchaser shall have funded multiple draws under the Board declares such distribution of rights or warrantsInitial Growth Equity Commitment, the Exercise Price per share price to be paid in effect immediately prior the Initial Rights Offering shall equal the weighted average price per share paid by Purchaser in connection therewith. The number of shares available for purchase pursuant to the close Initial Rights Offering shall equal the product obtained by multiplying the number of business on the record date for such distribution shall be reduced immediately thereafter shares of Additional Stock acquired by Purchaser pursuant to the price determined Initial Growth Equity Commitment by multiplying such Exercise Price by a fraction, the quotient numerator of (x) which will be the number of shares of Common Stock owned by all holders of Common Stock (other than Purchaser and its Affiliates) and the denominator of which shall be the total number of Voting Securities (as defined in the Stockholders Agreement) outstanding, in each case calculated as of the record date for the relevant Rights Offering. Each holder of Common Stock shall be entitled to purchase his or her pro rata share of the shares of Common Stock available for purchase in the Initial Rights Offering, excluding for purposes of such calculation shares of Common Stock owned by Purchaser and its Affiliates. The net proceeds received by the Company in the Initial Rights Offering shall be used to repurchase shares of Common Stock acquired by Purchaser pursuant to the Initial Growth Equity Commitment at a per share price equal to the price per share paid by Purchaser, or, in the event there shall have been multiple draws under the Initial Growth Equity Commitment, the weighted average price per share paid by Purchaser plus, in either case, interest on the amount paid in an amount equal to 10% per annum commencing on the date of Purchaser's acquisition of such Common Stock to the date of repurchase by the Company (calculated on the basis of a 360 day calendar year and based on the actual number of days elapsed). (b) If Purchaser exercises its option to provide the Incremental Additional Equity Commitment, then during the 90 calendar day period commencing on the first to occur of 365 days after the Extension Date or the funding in full by Purchaser of the Increased Additional Equity Commitment (or such earlier time to which the parties agree that initiating a rights offering is appropriate given Purchaser's additional investments in the Company), the Company shall be permitted to initiate in the Company's sole discretion, an offering of non-transferable rights (the "Second Rights Offering") pursuant to which the holders of shares of Common Stock (other than Purchaser and its Affiliates) will be entitled to purchase shares of Common Stock at a price per share equal to the per share price paid by Purchaser pursuant to the Increased Additional Equity Commitment or, in the case of multiple draws thereunder, the weighted average price per share paid by Purchaser. The Second Rights Offering shall be conducted in accordance with the procedures and methodology set forth above regarding the Initial Rights Offering. (c) In the Initial or Second Rights Offering, the Company shall distribute to each record holder of shares of its outstanding at Common Stock, as of the close of business on such a record date plus determined by the Company (the "Record Date"), at no cost to the record holder, a number of rights determined as provided hereinabove (the "Rights"). The Rights shall be non-transferable and shall be evidenced by subscription certificates (the "Subscription Certificates"). (d) No fractional Rights or cash in lieu of fractional Rights shall be issued or paid, and the number of Rights distributed to each record holder of Common Stock shall be rounded up to the nearest whole number. No Subscription Certificate may be divided in such a way as to permit the record holders of Common Stock to receive a greater number of Rights than the number to which such Subscription Certificate entitles its holder, except that a depositary, bank, trust company or securities broker or dealer holding Common Stock of record on the Record Date for more than one beneficial owner may, upon proper showing to the Company designated subscription agent (the "Subscription Agent"), exchange its Subscription Certificate to obtain a Subscription Certificate for the number of Rights to which all such beneficial owners in the aggregate would have been entitled had each been a holder on the Record Date. The Company may refuse to issue any such Subscription Certificate, if such issuance would, in the Company's sole and absolute discretion, be inconsistent with the principles underlying the Initial or Second Rights Offering. (e) The Rights shall expire at 5:00 p.m., New York time, on a date determined by the Company (the "Expiration Date"), which shall not be fewer than 30 days or more than 60 days after the Rights Offering commences. After the Expiration Date, all unexercised Rights shall be null and void. The Company shall not be obligated to honor any purported exercise of Rights received by the Subscription Agent after the Expiration Date, regardless of when the documents relating to such exercise were sent. (f) The Subscription Price shall be payable in full by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Subscription Agent. (g) Rights may be exercised by delivering to the Subscription Agent, on or prior to 5:00 p.m., New York time, on the Expiration Date, the properly completed and executed Subscription Certificate evidencing such Rights with any required signature guaranties, together with payment in full of the Subscription Price for the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the number of shares of Common Stock issuable upon being acquired pursuant to the exercise of each Warrant as in effect immediately prior such Rights. The Subscription Price shall be deemed to have been received by the Subscription Agent only upon (i) clearance of any uncertified checks or (ii) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order. (h) Subject to the close terms hereof, the Rights Offering shall contain such other terms as the Company shall in good faith determine to be appropriate. EXHIBIT C FORM OF STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of business ________ __, 2000, between Explorer Holdings, L.P., a Delaware limited partnership ("Purchaser" and together with its Permitted Transferees, the "Investor"), and Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"). A. The Company and Purchaser have entered into an Investment Agreement, dated as of May 11, 2000 (the "Investment Agreement"), pursuant to which, among other things, on such record date shall be increased immediately thereafter the terms and subject to the amount determined by multiplying such number by conditions thereof, Purchaser will acquire shares of Series C Preferred Stock, par value $1.00 per share, of the quotient Company (the "Series C Preferred"), and shares of common stock, par value $0.10 per share, of the Company (x) the Exercise Price in effect immediately prior "Common Stock"). B. The Company and Purchaser desire to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. In case any rights or warrants referred to in this Section 5.3 make certain provisions in respect of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangement, the Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant then in effect shall be readjusted at the time of such expiration to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of each Warrant if no adjustment had been made on account of such expired rights or warrantstheir relationship.

Rights Offerings. If In the event the Company shall, at any time or from time to time after the Company shall date hereof, issue, sell, distribute rights or warrants otherwise grant in any manner (including by assumption) to all or substantially all holders of its the Common Stock entitling them, for a period of not more than 45 days, any rights to subscribe for or to purchase, or any warrants or options for the purchase shares of of, Common Stock at a (any such rights, warrants or options being herein called "OPTIONS") or any Convertible Securities (other than upon exercise of any Option), whether or not such Options or the rights to convert or exchange such Convertible Securities are immediately exercisable, and the price per share less than the Fair Market Value of the at which Common Stock on is issuable upon the last trading day preceding exercise of such Options or upon the date on which conversion or exchange of such Convertible Securities (determined by dividing (i) the Board declares aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale, distribution or granting of such distribution Options or any such Convertible Security, plus the minimum aggregate amount of rights additional consideration, if any, payable to the Company upon the exercise of all such Options or warrantsupon conversion or exchange of all such Convertible Securities, plus, in the case of Options to acquire Convertible Securities, the Exercise Price in effect immediately prior to minimum aggregate amount of additional consideration, if any, payable upon the close conversion or exchange of business on the record date for all such distribution shall be reduced immediately thereafter to the price determined Convertible Securities, by multiplying such Exercise Price by the quotient of (xii) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Fair Market Value divided by (y) the number of shares of Common Stock outstanding at the close of business on such record date plus the number of shares of Common Stock so offered for subscription or purchase. In such event, the maximum number of shares of Common Stock issuable upon the exercise of each Warrant as in effect immediately prior all such Options or upon the conversion or exchange of all such Convertible Securities or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options) shall be less than the Current Market Price per share of Common Stock (determined pursuant to Section 7(g)) on the record date for the issuance, sale, distribution or granting of such Options (any such event being herein called a "DISTRIBUTION") then, effective upon such Distribution, the Exercise Price shall be reduced to the close of business on such record date shall be increased immediately thereafter price (calculated to the amount nearest 1/1,000 of one cent) determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to such Distribution by a fraction, the adjustment contemplated numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately prior to such Distribution multiplied by the Current Market Price per share of Common Stock on the date of such Distribution plus (ii) the consideration, if any, received by the Company upon such Distribution, and the denominator of which shall be the product of (A) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately preceding sentence divided after such Distribution multiplied by (yB) the new Exercise Current Market Price determined in accordance with per share of Common Stock on the immediately preceding sentencerecord date for such Distribution. In case any rights or warrants referred to in this Section 5.3 in respect For purposes of which an adjustment shall have been made shall expire unexercised and any shares that would have been underlying such rights or warrants shall not have been allocated pursuant to any backstop commitment or any similar arrangementthe foregoing, the Exercise Price and the total maximum number of shares of Common Stock issuable upon exercise of each Warrant then in effect all such Options or upon conversion or exchange of all such Convertible Securities or upon the conversion or exchange of the total maximum amount of the Convertible Securities issuable upon the exercise of all such Options shall be readjusted at deemed to have been issued as of the time date of such expiration Distribution and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as provided in paragraphs (j) and (k) below, no additional adjustment of the Exercise Price that would then shall be in effect and made upon the number actual exercise of Shares that would then be such Options or upon conversion or exchange of the Convertible Securities or upon the conversion or exchange of the Convertible Securities issuable upon the exercise of each Warrant if no adjustment had been made on account of such expired rights or warrantsOptions.