Common use of Rights; Options; Warrants Clause in Contracts

Rights; Options; Warrants. If the 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 Issue Date, shall issue rights or warrants to all of the holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than $26.95, the Exercise Price shall be 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 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 shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per share. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, upon 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 purchase only that number of shares of

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights ------------------------- rights, options, warrants or warrants convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 multiplied 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 Common Stock any outstanding rights, options, warrants or convertible or exchangeable securities (excluding treasury sharesother than under or as a result of provisions designed to protect against dilution of the type set forth in this Article IV), if any) outstanding on the date of issuance of such rights or warrants plus then the number of additional shares Common Shares thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of Common Stock offered for subscription or purchaseShares theretofore issuable upon exercise of each Warrant by a fraction, and the numerator of which shall be the number of shares of outstanding Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants Shares plus the number of shares 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 offering 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 total type set forth in this Article IV), then the number of shares so offered would 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 at $26.95 per shareor 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. Such Except as otherwise provided above or in Section 4.1(m), such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible or warrant exchangeable securities or 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 decrease 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 purchase only that number of shares ofincrease.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than a transaction subject to Section 7(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 less that is lower (at the record date for such issuance) than $26.95ninety-five percent (95%) of the Current Market Value (as defined in Section 4 hereof) per share of Common Stock, the Exercise Price shall be multiplied by a fraction, the denominator of which shall be the number of shares of Common Stock thereafter issuable upon exercise of this Warrant shall be determined by adding the number of shares of Common Stock theretofore issuable upon exercise of this Warrant to the product of (excluding treasury sharesx) the Cheap Stock Issued (as hereinafter defined), if anymultiplied by (y) outstanding on the Ownership 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 issuance stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities. For purposes of such rights or warrants plus 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 purchasepurchase 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, and the numerator of which shall be the number of shares of Common Stock (excluding treasury sharestheretofore issuable upon exercise of this Warrant, if any) and the denominator of which shall be the fully diluted shares of Common Stock then outstanding on the date of issuance of such rights rights, options, warrants or warrants plus convertible or exchangeable securities minus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per share. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, Common Stock theretofore issuable upon the expiration exercise 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 purchase only that number of shares ofWarrant.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights ------------------------- rights, options, warrants or warrants convertible or exchangeable securities (other than a transaction subject to Section 7(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 less that is lower (at the record date for such issuance) than $26.95ninety-five percent (95%) of the Current Market Value (as defined in Section 4 hereof) per share of Common Stock, the Exercise Price shall be multiplied by a fraction, the denominator of which shall be the number of shares of Common Stock thereafter issuable upon exercise of this Warrant shall be determined by adding the number of shares of Common Stock theretofore issuable upon exercise of this Warrant to the product of (excluding treasury sharesx) the Cheap Stock Issued (as hereinafter defined), if anymultiplied by (y) outstanding on the Ownership 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 issuance stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities. For purposes of such rights or warrants plus 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 purchasepurchase 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, and the numerator of which shall be the number of shares of Common Stock (excluding treasury sharestheretofore issuable upon exercise of this Warrant, if any) and the denominator of which shall be the shares of Common Stock then outstanding on the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per share. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, Common Stock theretofore issuable upon the expiration exercise 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 purchase only that number of shares ofWarrant.

Rights; Options; Warrants. If the 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 Issue Authorization Date, shall issue rights or warrants to all of the holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than $26.9510.00, the Exercise Price shall be 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 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 shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 10.00 per share. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, upon 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 purchase only that number of shares ofof Common Stock (if any) actually purchased upon the exercise of such rights or warrants 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. If In the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) through and including event PetroFina shall at any time after the date which is 12 months from of the Issue DateMerger Agreement issue rights, shall issue rights options, warrants or warrants convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 10(a)) to all of the holders of Common Stock PetroFina Shares (such rights, options, warrants or convertible or exchangeable securities not being available to holders of PetroFina Warrants) entitling them to subscribe for or purchase shares of Common Stock PetroFina Shares at a price per share 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 $26.95the 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 multiplied determined by multiplying (i) the Exercise Price in effect immediately prior to such record date by (ii) a fraction, the denominator fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) PetroFina Shares outstanding on the such record 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 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 shares PetroFina Shares which the aggregate offering price of the total number of shares 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 $26.95 per share. Such adjustment such Current Market Price and of which the denominator shall be made whenever the PetroFina Shares outstanding on such rights or warrants are issued, and shall become effective immediately after the record date plus the number of additional PetroFina Shares to be offered for subscription or purchase (or into which the determination of shareholders entitled convertible, exercisable or exchangeable securities so to receive be offered are initially convertible, exercisable or exchangeable). In case such rights subscription price may be paid in a consideration part or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance all of which resulted shall be 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 exerciseda form other than cash, 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 value of such rights or warrants) had 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 upon in this Section 10(b), each PetroFina Warrant outstanding immediately prior to the issuance making of such rights or warrants been made on adjustment shall thereafter evidence the basis of offering for subscription or purchase only right to purchase, at the adjusted Exercise Price, that number of shares ofPetroFina ADSs (calculated to the nearest one-thousandth) obtained by (i) multiplying (x) the number of PetroFina ADSs covered by a PetroFina Warrant immediately prior to such adjustment by (y) the Exercise Price in effect immediately prior to such adjustment of the Exercise Price and (ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment of the Exercise Price.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, ------------------------- options, warrants or warrants convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 7.1(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 less that is lower (at the record date for such issuance) than $26.95the Current Market Value per share of Common Stock, the Exercise Price shall be multiplied by a fraction, the denominator of which shall be the number of shares of Common Stock thereafter issuable upon the exercise of all Warrants then outstanding shall be determined by adding the number of shares of Common Stock theretofore issuable upon exercise of all Warrants then outstanding to the product of (excluding treasury sharesx) the Cheap Stock Issued (as defined below), if anymultiplied by (y) outstanding on the Ownership Ratio (as defined below). 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 issuance stockholders entitled to receive such rights, options, warrants or convertible or exchangeable securities. For purposes of such rights or warrants plus 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 purchasepurchase 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, and the numerator of which shall be the number of shares of Common Stock (excluding treasury sharestheretofore issuable upon exercise of all Warrants then outstanding, if any) and the denominator of which shall be the fully diluted shares of Common Stock then outstanding on the date of issuance of such rights rights, options, warrants or warrants plus convertible or exchangeable securities minus the number of shares which of Common Stock theretofore issuable upon the aggregate offering price exercise of all Warrants then outstanding. Any adjustment to the total number of shares so offered would purchase at $26.95 per share. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, upon the expiration of any right or warrant to purchase Common Stock the issuance issuable upon exercise of which resulted in an adjustment in the Exercise Price all Warrants then outstanding made pursuant to this paragraph (6)(b), if any such right or warrant Section 7.1(b) shall expire and all or any portion thereof shall not have been exercised, be allocated among 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 Warrants then outstanding on the basis of offering for subscription or purchase only that number of shares ofa pro rata basis.

Rights; Options; Warrants. If the CompanyIssuer fixes a record date for the ------------------------- distribution of any rights, 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 Issue Date, shall issue rights options or warrants to all of the holders of its Common Stock entitling them such holders to subscribe for or purchase shares of Common Stock at a price per share (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 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 $26.95the par value of the Common Stock, the Exercise Price Issuer shall distribute such rights, options or warrants to the holder as if the holder had exercised the Warrant and the shares of Common Stock had been issued in the name of the 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 effective date of such event retroactive to the 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 Issuer) or securities (excluding those referred to in Section 3(a)(i) or (ii) above), then, in each case, the number of shares of Common Stock purchasable after such record date for such dividend or distribution upon the exercise of each Warrant shall be multiplied determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to such record date by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock immediately prior to the record date for such dividend or distribution and the denominator of which shall be the number of shares Current Market Price per share of Common Stock immediately prior to the record date for such distribution less the then fair value (excluding treasury sharesas determined in good faith by the Board of Directors of the Issuer) of the portion of the assets, if any) outstanding on the date evident of issuance of such rights indebtedness, cash dividends or warrants plus the number of additional shares distributions or securities so distributed applicable to one share of Common Stock offered for subscription or purchase, and the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if anyStock. An adjustment made pursuant to this Section 3(a)(iii) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per share. Such adjustment shall be made whenever any such rights or warrants are issueddistribution is made, and shall become effective immediately after on the date of distribution retroactive to the record date for the determination of or shareholders entitled to receive such rights or warrants. However, upon 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 purchase only that number of shares ofdistribution.

Rights; Options; Warrants. If the CompanyMerger Agreement shall be terminated pursuant to Section 8.1 thereof, during and, at the period commencing on the Closing Date 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 (as defined in the Purchase Agreementother than a transaction subject to Section 1.2.1 hereof) through and including the date which is 12 months from the Issue Date, shall issue rights or warrants to all holders of the holders of Borrower Common Stock Stock, entitling them to subscribe for or purchase shares of Borrower Common Stock at a price per share less that is lower (at the record date for such issuance) than $26.95the Initial Conversion Price, the Exercise Price shall be multiplied by a fraction, the denominator of which shall be then the number of shares of Borrower Common Stock (excluding treasury shares, if any) outstanding on the date thereafter issuable upon conversion 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 this Note shall be determined by adding the number of shares of Borrower Common Stock theretofore issuable upon conversion of this Note to the product of (excluding treasury sharesa) the Cheap Stock Issued (as hereinafter defined), if anymultiplied by (b) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per shareOwnership Ratio (as hereinafter defined). Such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrantsconvertible or exchangeable securities. HoweverFor 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 any right such rights, options, warrants or warrant to purchase Common Stock convertible or exchangeable securities the issuance of which resulted triggered the adjustments referred to in an adjustment in the Exercise Price pursuant this Section 1.2.2 prior to this paragraph (6)(b), if any such right or warrant shall expire and all or any portion thereof shall not have been exercisedexercise thereof, the Exercise Price number of shares of Borrower Common Stock into which this Note shall immediately upon such expiration be re-computed and effective immediately upon such expiration converted shall forthwith be increased readjusted to the price which it number of shares of Borrower Common Stock that 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 issuable had such rights expired or warrants) had the adjustment of the Exercise Price made upon the issuance of such rights terminated rights, options, warrants or warrants convertible or exchangeable securities not been made on the basis of offering for subscription or purchase only that number of shares ofissued by Maker.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 multiplied 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 shares of Common Stock (excluding treasury shares, if any) Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if anyy) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of total consideration received by the total number of shares Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at $26.95 the then Current Market Value per shareCommon Share. Such Except as otherwise provided above, such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible 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 purchase only that number of shares ofexchangeable securities.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 (whether or not such Warrant was then exercisable); 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 multiplied 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 shares of Common Stock (excluding treasury shares, if any) Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if anyy) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of total consideration received by the total number of shares Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at $26.95 the then Current Market Value per shareCommon Share. Such Except as otherwise provided above, such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible 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 purchase only that number of shares ofexchangeable securities.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants (including Series A Warrants) or warrants convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 multiplied 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 shares of Common Stock (excluding treasury shares, if any) Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if anyy) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of total consideration received by the total number of shares Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at $26.95 the then Current Market Value per shareCommon Share. Such Except as otherwise provided above, such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible 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 purchase only that number of shares ofexchangeable securities.

Rights; Options; Warrants. If the Company, during the period commencing on the Closing Date (as defined in the Purchase Agreement) date of issuance of this Warrant through and including the date which is 12 months from the Issue Datedate of issuance of this Warrant, shall issue rights or warrants to all of the holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than $26.95the Exercise Price, the Exercise Price shall be 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 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 shares which the aggregate offering price of the total number of shares so offered would purchase at $26.95 per sharethe Exercise Price. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants. However, upon 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 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 purchase only that number of shares ofof Common Stock (if any) actually purchased upon the exercise of such rights or warrants actually exercised. If (X) the Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the Securities and Exchange Commission and (Y) the Per Share Market Value is

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 multiplied 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 Common Stock any outstanding rights, options, warrants or convertible or exchangeable securities (excluding treasury sharesother than under or as a result of provisions designed to protect against dilution of the type set forth in this Article 4), if any) outstanding on the date of issuance of such rights or warrants plus then the number of additional shares Common Shares thereafter issuable upon exercise of each Warrant shall be determined by multiplying the number of Common Stock offered for subscription or purchaseShares theretofore issuable upon exercise of each Warrant by a fraction, and the numerator of which shall be the number of shares of outstanding Common Stock (excluding treasury shares, if any) outstanding on the date of issuance of such rights or warrants Shares plus the number of shares 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 offering 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 total type set forth in this Article 4), then the number of shares so offered would 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 at $26.95 per shareor 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. Such Except as otherwise provided above or in Section 4.1(m), such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible or warrant exchangeable securities or 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 decrease 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 purchase only that number of shares ofincrease.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than an issuance of convertible or exchangeable securities subject to Section 4.1(a)) to all of the holders of its Common Stock Shares, entitling them to subscribe for or purchase shares of Common Stock Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Common Share, then the Company shall ensure that at the time of such issuance, the Exercise Price 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 multiplied 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 shares of Common Stock (excluding treasury shares, if any) Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus the number of additional shares of Common Stock offered for subscription or purchase, and the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if anyy) outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of total consideration received by the total number of shares Company for such rights, options, warrants or convertible or exchangeable securities so offered would purchase at $26.95 the then Current Market Value per shareCommon Share. Such Except as otherwise provided above, such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible 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 purchase only that number of shares ofexchangeable securities.

Rights; Options; Warrants. If In case the 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 Issue Date, Company shall issue rights rights, options, warrants or warrants convertible or exchangeable securities (other than a convertible or exchangeable security subject to Section 4.1(a)) to all of the holders of Common Stock its Class A Shares, entitling them to subscribe for or purchase shares of Common Stock Class A Shares at a price per share less which is lower (at the record date for such issuance) than $26.95the then Current Market Value per Class A Share, then the Company shall ensure that at the same time, the Exercise Price 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 Class A Shares thereafter purchasable upon the exercise of each Warrant shall instead be adjusted and shall be multiplied determined by multiplying the number of Class A Shares theretofore purchasable upon exercise of each Warrant by a fraction, the denominator numerator of which shall be the sum of (i) the number of shares of Common Stock (excluding treasury shares, if any) Class A Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus (ii) the number of additional shares of Common Stock Class A Shares offered for subscription or purchase, and the numerator denominator of which shall be the sum of (x) the number of shares of Common Stock (excluding treasury shares, if any) Class A Shares outstanding on immediately prior to the date of issuance of such rights rights, options, warrants or warrants convertible or exchangeable securities plus (y) the number of shares which the aggregate offering price of the total number of shares such rights, options, warrants or convertible or exchangeable securities so offered would purchase at $26.95 the then Current Market Value per shareClass A Share. Such Except as otherwise provided above, such adjustment shall be made whenever such rights rights, options, warrants or warrants 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 rights, options, warrants or warrants. However, upon the expiration of any right convertible 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 purchase only that number of shares ofexchangeable securities.