Common use of Rights; Options; Warrants Clause in Contracts

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable upon exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock. Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a)3.1) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) than the then Current Fair Market Value (as defined in Section 4(c) below5.3 hereof) per share of Common Stock, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holder as if its Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (subject to any adjustment pursuant to Section 3.1 for a prior event) on which such Warrants could have been exercised on such date; provided that if the board of directors of the Company (the "Board") so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holder, but the number of Warrant Shares issuable shares of Common Stock thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Shares shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares of Common Stock offered which may be purchased or subscribed for subscription upon exercise, exchange or purchaseconversion of such rights, options, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Fair Market Value per share of Common Stock. Such In the event that the Company decreases the purchase price per share of any outstanding rights, options, warrants or convertible or exchangeable securities (other than under or as a result of provisions designed to protect against dilution of the type set forth in this Article 3), then the number of shares of Common Stock thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of outstanding shares of Common Stock plus the number of shares of Common Stock which may thereafter be purchased or subscribed for upon exercise, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities and the denominator of which shall be (x) the number of outstanding shares of Common Stock plus (y) the number of shares of Common Stock which the aggregate decreased purchase price would have purchased at the then Fair Market Value per share of Common Stock. In the event that the Company increases the number of shares of Common Stock which may be purchased or subscribed for upon exercise, exchange or conversion of any outstanding rights, options, warrants or convertible or exchangeable securities (other than under or as a result of provisions designed to protect against dilution of the type set forth in this Section 3), then the number of shares of Common Stock thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of shares of Common Stock theretofore issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of outstanding shares of Common Stock plus the number of shares of Common Stock which may thereafter be purchase or subscribed for upon exercise, exchange or conversion of such rights, option, warrants or convertible or exchangeable securities and the denominator of which shall be (x) the number of outstanding shares of Common Stock plus (y) the number of shares of Common Stock which theretofore could have been purchase or subscribed for upon exercise, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities. Except as otherwise provided above or in Section 3.11, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, or the date of any such decrease in purchase price or such increase in underlying Common Stock, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiessecurities or to such decrease or increase.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation 22 18 on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; PROVIDED that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, issued and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common Preferred Stock, entitling them to subscribe for or purchase shares of Common Preferred Stock at a price per share which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Preferred Stock, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (subject to any adjustment pursuant to Section 4.1(a) for a prior event) on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of the Warrants, but the number of Warrant Shares shares of Preferred Stock thereafter issuable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Shares shares of Preferred Stock theretofore purchasable issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Preferred Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares of Common Preferred Stock offered which may be purchased or subscribed for subscription upon exercise, exchange or purchaseconversion of such rights, options, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Preferred Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares of Preferred Stock which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common Preferred Stock. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; PROVIDED that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue ------------------------- rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable upon exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock. Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company event Total shall at any time after the date of this Warrant Agreement issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a10(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower Total Shares (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable upon exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus not being available to holders of Total Warrants) entitling them to subscribe for or purchase Total Shares at a price per Total Share (or having a conversion, exercise or exchange price per share, in the number case of additional shares a security convertible into or exercisable or exchangeable for Total Shares) less than the Current Market Price (as defined in Section 10(e)) per Total Share on the date of Common Stock offered for subscription or purchasesuch issuance, and the denominator Exercise Price to be in effect after the record date therefor shall be determined by multiplying (i) the Exercise Price in effect immediately prior to such record date by (ii) a fraction of which the numerator shall be the number of shares of Common Stock Total Shares outstanding immediately prior to the issuance of on such rights, options, warrants or convertible or exchangeable securities record date plus the number of shares Total Shares which the aggregate offering price of the total number of shares Total Shares so to be offered (or the aggregate initial conversion, exercise or exchange price of Common Stock the convertible, exercisable or exchangeable securities so offered to be offered) would purchase at the then such Current Market Value per share Price and of Common Stock. Such adjustment which the denominator shall be made whenever the Total Shares outstanding on such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date plus the number of additional Total Shares to be offered for subscription or purchase (or into which the determination of shareholders entitled to receive such rightsconvertible, options, warrants or convertible or exchangeable securities.exercisable or

Rights; Options; Warrants. In case the Company Bank shall issue rights, options, ------------------------- options or warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a)) to all holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) mentioned below than the then Current Market Value (defined in Section 4(c) below) current market price per share of Common StockStock (as determined pursuant to paragraph (f) hereof), the number of Warrant Shares thereafter issuable upon the exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of on such rights, options, warrants or convertible or exchangeable securities record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of on such rights, options, warrants or convertible or exchangeable securities record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options, options or warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants options or convertible or exchangeable securitieswarrants.

Rights; Options; Warrants. In case the Company event Newco shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share (determined in the case of such rights, options, warrants or convertible or exchangeable securities, by dividing (x) the total amount receivable by Newco in consideration of the issuance of such rights, options, warrants or convertible or exchangeable securities, if any, plus the total consideration payable to Newco upon exercise, conversion or exchange thereof, by (y) the total number of Common Shares covered by such rights, options, warrants or convertible or exchangeable securities) which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common StockShare, the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock Shares offered for subscription or purchasepurchase or issuable upon conversion or exchange, and the denominator of which shall be the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock Shares so offered would purchase at the then Current Market Value per share of Common StockShare. Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, ------------------------- options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common StockShare, then the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchaseconvertible or exchangeable securities, and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants (including Series A Warrants) or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; PROVIDED that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue ------------------------- rights, options, warrants or convertible or exchangeable securities (other than a convertible distribution of debt securities, options, warrants or exchangeable security rights subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares, or securities convertible into or exchangeable or exercisable for Common Shares, at a an offering price (or with an initial conversion, exercise or exchange plus such offering price) per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, issued and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a4.1(a)) to no fewer than all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which of Common Stock (determined in the case of such rights, options, warrants or convertible or exchangeable securities, by dividing (A) the total consideration receivable by the Company in connection with the issuance of such rights, options, warrants or convertible or exchangeable securities (as specified below), by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities) that is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common StockStock in effect immediately prior to such issuance, the number of Warrant Shares issuable upon exercise of each Warrant thereafter Exercise Price shall be determined adjusted by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant Exercise Price in effect immediately prior thereto by a fraction, of which the numerator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to such issuance plus (B) the number of shares of Common Stock which the total consideration receivable by the Company in connection with the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchasewould purchase to such Current Market Value per share, and of which the denominator of which shall be an amount equal to the sum of (A) the total number of shares of Common Stock outstanding immediately prior to such issuance plus (B) the total number of shares of Common Stock covered by such rights, options, warrants, or convertible or exchangeable securities; provided, that no adjustment of the Exercise Price shall be made with respect to additional shares of Common Stock which are distributed to the holders of Common Stock as a distribution or subdivision for which an adjustment is provided under Section 4.1(a) above. For purposes of this Section 4.1(b), the consideration receivable by the Company in connection with the issuance of rights, options, warrants or convertible or exchangeable securities shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities, plus the aggregate consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities plus to be paid for the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stockcovered thereby. Such Any adjustment pursuant to this Section 4.1(b) shall be made whenever any such rights, options, warrants or convertible or exchangeable securities are issued, and but shall become be effective retroactively immediately after in respect of exercises of Warrants made between the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiessecurities and the date such rights, options, warrants or convertible or exchangeable securities are issued.

Rights; Options; Warrants. In case the Company shall issue ------------------------- rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security transaction subject to Section 4(a7(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which that is lower (at the record date for such issuance) than ninety-five percent (95%) of the then Current Market Value (as defined in Section 4(c) below4 hereof) per share of Common Stock, the number of Warrant Shares shares of Common Stock thereafter issuable upon exercise of each this Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be adding the number of shares of Common Stock outstanding immediately prior theretofore issuable upon exercise of this Warrant to the issuance product of such rights(x) the Cheap Stock Issued (as hereinafter defined), options, warrants or convertible or exchangeable securities plus multiplied by (y) the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common StockOwnership Ratio (as hereinafter defined). Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities. For purposes of this Section 7(b), (i) the "Cheap Stock Issued" shall be the number of additional shares of any Common Stock offered by the Company for subscription or purchase as described above minus the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock and (ii) the "Ownership Ratio" shall be a fraction, the numerator of which shall be the number of shares of Common Stock theretofore issuable upon exercise of this Warrant, and the denominator of which shall be the shares of Common Stock then outstanding on the date of issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares of Common Stock theretofore issuable upon the exercise of this Warrant.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a8.1(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share which that is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares shares of Common Stock thereafter issuable upon the exercise of each Warrant thereafter all Warrants then outstanding shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be adding the number of shares of Common Stock theretofore issuable upon exercise of all Warrants then outstanding immediately prior to the issuance product of such rights, options, warrants or convertible or exchangeable securities plus (x) the number of additional shares of Common Cheap Stock offered for subscription or purchase, and Issued multiplied by (y) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common StockOwnership Ratio. Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities. For purposes of this Section 8.1(b), (i) the “Cheap Stock Issued” shall be the number of additional shares of any Common Stock offered by the Company for subscription of purchase as described above minus the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock and (ii) the “Ownership Ratio” shall be a fraction, the numerator of which shall be the number of shares of Common Stock theretofore issuable upon exercise of all Warrants then outstanding, and the denominator of which shall be the fully diluted shares of Common Stock then outstanding on the date of issuance of such rights, options, warrants or convertible or exchangeable securities minus the number of shares of Common Stock theretofore issuable upon the exercise of all Warrants then outstanding. Any adjustment to the number of shares of Common Stock issuable upon exercise of all Warrants then outstanding made pursuant to this Section 8.1(b) shall be allocated among the Warrants then outstanding on a pro rata basis.

Rights; Options; Warrants. In case If the Company Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including the date which is 12 months from the Authorization Date, shall issue rights, options, rights or warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a)) to all of the holders of its Common Stock, Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) less than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock$10.00, the number of Warrant Shares issuable upon exercise of each Warrant thereafter Exercise Price shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant multiplied by a fraction, the numerator denominator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately prior to on the date of issuance of such rights, options, rights or warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately prior to on the date of issuance of such rights, options, rights or warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value $10.00 per share of Common Stockshare. Such adjustment shall be made whenever such rights, options, rights or warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rightsrights or warrants. However, options, warrants upon the expiration of any right or convertible or exchangeable securities.warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Exercise Price pursuant to this paragraph

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any 22 18 adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company Holdings shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a4.1(a)) to all holders of its Common Stock, entitling them to subscribe for or purchase shares of Common Stock at a price per share of Common Stock (determined in the case of such rights, options, warrants or convertible or exchangeable securities, by dividing (x) the total amount receivable by Holdings in consideration of the issuance of such rights, options, warrants or convertible or exchangeable securities, if any, plus the total consideration payable to Holdings upon exercise, conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities) which is lower (at the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable shares of Common Stock thereafter purchasable upon exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares shares of Common Stock theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchasepurchase or issuable upon conversion or exchange, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock. Such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company shall issue ------------------------- rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchaseconvertible or exchangeable securities, and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case the Company Bank shall issue rights, options, options ------------------------- or warrants or convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4(a)) to all holders of its shares of Common Stock, without any charge to such holders, entitling them (for a period expiring within 45 days after the record date mentioned below in this paragraph (b)) to subscribe for or purchase shares of Common Stock at a price per share which is lower (at the record date for such issuance) mentioned below than the then Current Market Value (defined in Section 4(c) below) current market price per share of Common StockStock (as determined pursuant to paragraph (f) hereof), the number of Warrant Shares thereafter issuable upon the exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon exercise of each Warrant by a fraction, of which the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of on such rights, options, warrants or convertible or exchangeable securities record date plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of on such rights, options, warrants or convertible or exchangeable securities record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value current market price per share of Common Stock. Such adjustment shall be made whenever such rights, options, options or warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants options or convertible or exchangeable securitieswarrants.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per share of Common StockShare. Such Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securities.

Rights; Options; Warrants. In case If at any time after the date of this Agreement, the Company shall issue rights, options, warrants or convertible or exchangeable securities sell Rights (other than a convertible or exchangeable security in an issuance subject to Section 4(a)4.1(a) hereof) to all holders of its shares of Common Stock, entitling them which Rights entitle the holders thereof to subscribe for or purchase acquire shares of Common Stock at a price per share which of Common Stock (determined by dividing (x) the sum of (A) the total amount receivable or received by the Company in consideration of the sale and issuance of such Rights, plus (B) the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such Rights) that is lower (at than the Current Market Value per share of Common Stock as of the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the number sum of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such rightsRights, optionsplus (B) the number of shares of Common Stock offered for subscription or purchase pursuant to such Rights, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Rights, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered pursuant to such Rights would purchase at the then Current Market Value per share of Common Stock, as of the record date for such issuance. Such adjustment shall be made successively whenever such rights, options, warrants Rights are issued or convertible or exchangeable securities are issued, sold and shall become effective retroactively immediately after on the date of issuance or sale retroactive to the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiesRights.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a an issuance of convertible or exchangeable security securities subject to Section 4(a4.1(a)) to all holders of its Common StockShares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the same or a like offer or invitation is made to the Holders of the Warrants as if their Warrants had been exercised on the day immediately preceding the record date of such offer or invitation on the terms (defined in subject to any adjustment pursuant to Section 4(c4.1(a) belowfor a prior event) per share on which such Warrants could have been exercised on such date; provided , however, that if the Board so resolves, the Company shall not be required to ensure that the same offer or invitation is made to the Holders of Common Stockthe Warrants, but the number of Warrant Common Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall instead be adjusted and shall be determined by multiplying the number of Warrant Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional shares Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of Common Stock offered for subscription such rights, options, warrants or purchase, convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of shares of Common Stock Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of total consideration received by the total number of shares of Common Stock Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. In the event that the Company decreases the purchase price per share of any outstanding rights, options, warrants or convertible or exchangeable securities (other than under or as a result of provisions designed to protect against dilution of the type set forth in this Article 4), then the number of Common StockShares thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of outstanding Common Shares plus the number of Common Shares which may thereafter be purchased or subscribed for upon exercise, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities and the denominator of which shall be (x) the number of outstanding Common Shares plus (y) the number of Common Shares which the aggregate decreased purchase price would have purchased at the then Current Market Value per Common Share. Such In the event that the Company increases the number of Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of any outstanding rights, options, warrants or convertible or exchangeable securities (other than under or as a result of provisions designed to protect against dilution of the type set forth in this Article 4), then the number of Common Shares thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of Common Shares theretofore issuable upon exercise of each Warrant by a fraction, the numerator of which shall be the number of outstanding Common Shares plus the number of Common Shares which may thereafter be purchase or subscribed for upon exercise, exchange or conversion of such rights, option, warrants or convertible or exchangeable securities and the denominator of which shall be (x) the number of outstanding Common Shares plus (y) the number of Common Shares which theretofore could have been purchase or subscribed fro upon exercise, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities. Except as otherwise provided above or in Section 4.1(m), such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, or the date of any such decrease in purchase price or such increase in underlying Common Shares, and shall become effective retroactively immediately after the record date for the determination of shareholders stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiessecurities or to such decrease or increase.

Rights; Options; Warrants. In case If, at any time after the date of this Agreement, the Company shall issue rights, options, warrants or convertible or exchangeable securities sell Rights (other than a convertible or exchangeable security in an issuance subject to Section 4(a)4.1(a) hereof and any Right referred to in Section 4.1(c)(v) below) to all holders of its shares of Common Stock, entitling them which Rights entitle the holders thereof to subscribe for or purchase acquire shares of Common Stock at a price per share which of Common Stock (determined by dividing (x) the sum of (A) the total amount receivable or received by the Company in consideration of the sale and issuance of such Rights, plus (B) the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (y) the total number of shares of Common Stock covered by such Rights) that is lower (at than the Current Market Value per share of Common Stock as of the record date for such issuance) than the then Current Market Value (defined in Section 4(c) below) per share of Common Stock, the number of Warrant Shares issuable thereafter purchasable upon the exercise of each Warrant thereafter shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the number sum of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such rightsRights, optionsplus (B) the number of shares of Common Stock offered for subscription or purchase pursuant to such Rights, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Rights, plus (B) the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered pursuant to such Rights would purchase at the then Current Market Value per share of Common Stock, as of the record date for such issuance. Such adjustment shall be made successively whenever such rights, options, warrants Rights are issued or convertible or exchangeable securities are issued, sold and shall become effective retroactively immediately after on the date of issuance or sale retroactive to the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiesRights.