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 convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. 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 an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (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 , 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 the Warrants, but the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the 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 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 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. 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 aboveabove 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 the Company shall issue rights, options, warrants (including Series A Warrants) or convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (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 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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. 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 convertible or exchangeable securities a transaction subject to Section 4.1(a7(a)) to all holders of its Common SharesStock, entitling them to subscribe for or purchase Common Shares 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 hereof) per share of Common ShareStock, 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 shares of Common Shares Stock thereafter purchasable issuable upon the exercise of each this Warrant shall instead be adjusted and shall be determined by multiplying adding the number of shares of Common Shares Stock theretofore purchasable issuable upon exercise of each this Warrant by a fraction, the numerator of which shall be the sum of (i) the number of Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum product of (x) the number of Common Shares outstanding immediately prior to the issuance of such rightsCheap Stock Issued (as hereinafter defined), options, warrants or convertible or exchangeable securities plus multiplied by (y) the number of shares which the total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common ShareOwnership Ratio (as hereinafter defined). Except as otherwise provided above, such 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 convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (subject to any adjustment pursuant to Section 4.1(a) for a prior event) on which such Warrants could have been exercised on such datedate (whether or not such Warrant was then exercisable); provided 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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. 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 convertible a distribution of debt securities, options, warrants or exchangeable securities rights subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common Shares 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 (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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. 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. (i) In case the Company shall issue rights, options, warrants or convertible or exchangeable securities ------------------------- Rights (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) or of Additional SRTC Shares subject to clause (ii) below) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (iA) the number of Common Shares outstanding immediately prior to the issuance of such rightsRights, options, warrants or convertible or exchangeable securities plus (iiB) the number of additional Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of such rightsRights, options, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of Common Shares outstanding immediately prior to the issuance of such rightsRights, options, warrants or convertible or exchangeable securities plus (y) the number of shares which the total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities Rights so offered would purchase at the then Current Market Value per Common Share. Except as otherwise provided above, such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities Rights are issued, and shall become effective retroactively immediately after the record date for the determination of shareholders entitled to receive such rightsRights. (ii) In case the Company shall issue Additional SRTC Shares, optionsthen the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be adjusted and shall be determined by adding to the number of Common Shares theretofore purchasable upon the exercise of each Warrant a number of Common Shares equal to the Existing Fraction multiplied by (A) the number of Additional SRTC Shares divided by (B) one minus the Existing Fraction. For purposes of this clause (ii), warrants or convertible or exchangeable securitiesthe term "Existing Fraction" shall mean a fraction, the numerator of which is the number of Common Shares purchasable upon the exercise of each Warrant and the denominator of which is the number of Common Shares outstanding, in each case immediately prior to the issuance of the Additional SRTC Shares.

Rights; Options; Warrants. In case the Company event PetroFina shall at any time after the date of the Merger Agreement issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable securities security subject to Section 4.1(a10(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common PetroFina 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 (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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus not being available to holders of PetroFina Warrants) entitling them to subscribe for or purchase PetroFina Shares at a price per PetroFina Share (or having a conversion, exercise or exchange price per share, in the case of a security convertible into or exercisable or exchangeable for PetroFina Shares) less than the Current Market Price (as defined in Section 10(e)) per PetroFina Share on the date of such issuance, the 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 PetroFina Shares outstanding on such record date plus the number of PetroFina Shares which the aggregate offering price of the total number of PetroFina Shares so to be offered (or the aggregate initial conversion, exercise or exchange price of the convertible, exercisable or exchangeable securities so to be offered) would purchase at such Current Market Price and of which the denominator shall be the PetroFina Shares outstanding on such record date plus the number of additional Common PetroFina Shares to be offered for subscription or purchase (or into which may be purchased or subscribed for upon exercisethe convertible, exchange or conversion of such rights, options, warrants or convertible exercisable or exchangeable securities and the denominator so to be offered are initially convertible, exercisable or exchangeable). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the sum value of such consideration shall be as determined in good faith by the Board of Directors of PetroFina, whose determination shall be described in a statement filed with the Warrant Agent. Upon each adjustment of the Exercise Price as a result of the calculations made in this Section 10(b), each PetroFina Warrant outstanding immediately prior to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of PetroFina ADSs (calculated to the nearest one-thousandth) obtained by (i) multiplying (x) the number of Common Shares outstanding PetroFina ADSs covered by a PetroFina Warrant immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus adjustment by (y) the number Exercise Price in effect immediately prior to such adjustment of shares which the total consideration received Exercise Price and (ii) dividing the product so obtained by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. Except as otherwise provided above, Exercise Price in effect immediately after such adjustment shall be made whenever such rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective retroactively immediately after of the record date for the determination of shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiesExercise Price.

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable securities security subject to Section 4.1(a)) to all holders of its Common Class A Shares, entitling them to subscribe for or purchase Common Class A Shares at a price per share which is lower (at the record date for such issuance) than the then Current Market Value per Common Class A Share, then the Company shall ensure that at the time of such issuancesame time, 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 Common Class A Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of Common Class A Shares theretofore purchasable upon exercise of each Warrant by a fraction, the numerator of which shall be the sum of (i) the number of Common Class A Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Class A Shares which may be purchased offered for subscription or subscribed for upon exercisepurchase, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities and the denominator of which shall be the sum of (x) the number of Common Class A 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 the total consideration received by the Company for number of such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Class A Share. 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 an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the 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 IV), 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 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. 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 IV), 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 aboveabove 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 the Company shall issue rights, ------------------------- options, warrants or convertible or exchangeable securities (other than a convertible or exchangeable securities security subject to Section 4.1(a7.1(a)) to all holders of its Common SharesStock, entitling them to subscribe for or purchase Common Shares Stock at a price per share which that is lower (at the record date for such issuance) than the then Current Market Value per share of Common ShareStock, 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 shares of Common Shares Stock thereafter purchasable issuable upon the exercise of each Warrant shall instead be adjusted and all Warrants then outstanding shall be determined by multiplying adding the number of shares of Common Shares 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 Common Shares all Warrants then outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum product of (x) the number of Common Shares outstanding immediately prior to the issuance of such rightsCheap Stock Issued (as defined below), options, warrants or convertible or exchangeable securities plus multiplied by (y) the number of shares which the total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common ShareOwnership Ratio (as defined below). Except as otherwise provided above, such 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 7.1(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 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 7.1(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 convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Shares, Stock entitling them to subscribe for or purchase shares of Common Shares Stock at a price per share which is lower (at the record date for such issuance) less than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance$10.00, 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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and Exercise Price shall be determined by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrant multiplied by a fraction, the denominator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the sum of (i) the number of shares of Common Shares 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 (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 the total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities number of shares so offered would purchase at the then Current Market Value $10.00 per Common Shareshare. Except as otherwise provided above, such 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, optionsupon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Exercise Price pursuant to this paragraph (6)(b), if any such right or warrant shall expire and all or any portion thereof shall not have been exercised, the Exercise Price shall immediately upon such expiration be re-computed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of Section 6(g) after the issuance of such rights or warrants) had the adjustment of the Exercise Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or convertible purchase only that number of shares of Common Stock (if any) actually purchased upon the exercise of such rights or exchangeable securitieswarrants actually exercised; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date (as defined below); (2) the Company has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities (as defined in the Purchase Agreement) issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price (as defined in the debentures issued pursuant to the Purchase Agreement (the "Debentures")) in effect on the Closing Date for any five (5) consecutive Trading Days prior to the 180th day following the Authorization Date (the last day of such five (5) consecutive Trading Day period being referred to herein as the "Trigger Date"), then this provision shall expire automatically on the 180th day following the Authorization Date.

Rights; Options; Warrants. In case If the Company Merger Agreement shall be terminated pursuant to Section 8.1 thereof, and, at the time of such termination, Holder shall be entitled to receive a termination fee under Section 8.5 thereof, and if Maker shall at any time thereafter issue rights, options, warrants or convertible or exchangeable securities (other than convertible or exchangeable securities a transaction subject to Section 4.1(a)1.2.1 hereof) to all holders of its the Borrower Common SharesStock, entitling them to subscribe for or purchase Borrower Common Shares Stock at a price per share which that is lower (at the record date for such issuance) than the then Current Market Value per Common ShareInitial Conversion Price, 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 shares of Borrower Common Shares Stock thereafter purchasable issuable upon the exercise conversion of each Warrant shall instead be adjusted and this Note shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (y) adding the number of shares which of Borrower Common Stock theretofore issuable upon conversion of this Note to the total consideration received product of (a) the Cheap Stock Issued (as hereinafter defined), multiplied by (b) the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common ShareOwnership Ratio (as hereinafter defined). Except as otherwise provided above, such 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. For purposes of this Section 1.2.2, the term (x) "Cheap Stock Issued" shall be the number of additional shares of Borrower Common Stock offered by Maker for subscription or purchase as described above, minus the number of shares of Borrower Common Stock that the aggregate offering price of the total number of shares of Borrower Common Stock so offered would purchase at the Initial Conversion Price; and (y) "Ownership Ratio" shall be a fraction, the numerator of which shall be the number of shares of Borrower Common Stock theretofore issuable upon conversion of this Note, and the denominator of which shall be the shares of Borrower Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities, plus the number of shares of Borrower Common Stock theretofore issuable upon the conversion of this Note. Upon the expiration or termination of such rights, options, warrants or convertible or exchangeable securities the issuance of which triggered the adjustments referred to in this Section 1.2.2 prior to any exercise thereof, the number of shares of Borrower Common Stock into which this Note shall be converted shall forthwith be readjusted to the number of shares of Borrower Common Stock that would have been issuable had such expired or terminated rights, options, warrants or convertible or exchangeable securities not been issued by Maker.

Rights; Options; Warrants. In case If the Company Company, during the period commencing on the date of issuance of this Warrant through the date which is 12 months from the date of issuance of this Warrant, shall issue rights, options, rights or warrants or convertible or exchangeable securities (other than convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Shares, Stock entitling them to subscribe for or purchase shares of Common Shares Stock at a price per share which is lower (at the record date for such issuance) less than the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuanceExercise Price, 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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and Exercise Price shall be determined by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrant multiplied by a fraction, the denominator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the sum of (i) the number of shares of Common Shares 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 (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 the total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities number of shares so offered would purchase at the then Current Market Value per Common ShareExercise Price. Except as otherwise provided above, such 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, optionsupon the expiration of any right or warrant to purchase Common Stock the issuance of which resulted in an adjustment in the Exercise Price pursuant to this paragraph (6)(b), if any such right or warrant shall expire and all or any portion thereof shall not have been exercised, the Exercise Price shall immediately upon such expiration be re-computed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of section 6(g) after the issuance of such rights or warrants) had the adjustment of the Exercise Price made upon the issuance of such rights or warrants been made on the basis of offering for subscription or convertible purchase only that number of shares of Common Stock (if any) actually purchased upon the exercise of such rights or exchangeable securities.warrants actually exercised. If

Rights; Options; Warrants. In case the Company shall issue rights, options, warrants or convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, entitling them to subscribe for or purchase Common 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 (subject to any 22 18 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 Common Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of 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 Common Shares outstanding immediately prior to the issuance of such rights, options, warrants or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may 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 the sum of (x) the number of Common 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 total consideration received by the Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at the then Current Market Value per Common Share. 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 If the Company shall issue Issuer fixes a record date for the ------------------------- distribution of any rights, options, options or warrants or convertible or exchangeable securities (other than convertible or exchangeable securities subject to Section 4.1(a)) to all holders of its Common Shares, Stock entitling them such holders to subscribe for or purchase shares of Common Shares at a price per share which is lower Stock (at or Convertible Securities), whether or not immediately exercisable, the number of shares of Common Stock such holders would be entitled to subscribe for or purchase upon exercise of each Warrant immediately prior to the record date shall be adjusted by subtracting from such number of shares the value of such rights, options or warrants to the Warrant Holder as if the Warrants had been exercised immediately prior to the record date for such issuance) distribution; provided, -------- that, if, after giving effect to such adjustment, the number of shares of Common ---- Stock purchasable upon exercise of each Warrant would be less than the then Current Market Value per par value of the Common Share, then the Company shall ensure that at the time of such issuanceStock, the same Issuer shall distribute such rights, options or a like offer or invitation is made warrants to the Holders holder as if the holder had exercised the Warrant and the shares of Common Stock had been issued in the name of the Warrants as if their Warrants had been exercised on holder immediately prior to such record date for such distribution. An adjustment made pursuant to this Section 3(A)(2) shall become effective immediately after the day immediately preceding the record effective 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 event retroactive to the Holders record date, if any, for such event. Distributions of Debt, Assets, Subscription Rights or Convertible Securities. ---------------------------------------------------------------------------- In case the Issuer shall fix a record date for the making of a distribution to all holders of shares of Common Stock of evidences of its indebtedness, assets, cash dividends or distributions (excluding dividends or distributions referred to in Sections 3(a)(i) or (ii) above and excluding distributions in connection with the dissolution, liquidation or winding up of the WarrantsIssuer) or securities (excluding those referred to in Section 3(a)(i) or (ii) above), but then, in each case, the number of shares of Common Shares thereafter Stock purchasable after such record date for such dividend or distribution upon the exercise of each Warrant shall instead be adjusted and shall be determined by multiplying the number of shares of Common Shares theretofore Stock purchasable upon the exercise of each such Warrant immediately prior to such record date by a fraction, the numerator of which shall be the sum of (i) the number Current Market Price per share of Common Shares outstanding Stock immediately prior to the issuance of record date for such rights, options, warrants dividend or convertible or exchangeable securities plus (ii) the number of additional Common Shares which may be purchased or subscribed for upon exercise, exchange or conversion of such rights, options, warrants or convertible or exchangeable securities distribution and the denominator of which shall be the sum of (x) the number Current Market Price per share of Common Shares outstanding Stock immediately prior to the issuance of record date for such rights, options, warrants or convertible or exchangeable securities plus distribution less the then fair value (y) the number of shares which the total consideration received as determined in good faith by the Company for such rightsBoard of Directors of the Issuer) of the portion of the assets, optionsevident of indebtedness, warrants cash dividends or convertible distributions or exchangeable securities so offered would purchase at the then Current Market Value per distributed applicable to one share of Common ShareStock. Except as otherwise provided above, such An adjustment made pursuant to this Section 3(a)(iii) shall be made whenever any such rights, options, warrants or convertible or exchangeable securities are issueddistribution is made, and shall become effective retroactively immediately after on the date of distribution retroactive to the record date for the determination of or shareholders entitled to receive such rights, options, warrants or convertible or exchangeable securitiesdistribution.