Common use of Rights or Warrants Clause in Contracts

Rights or Warrants. In case the Company shall issue rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company.

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 5.1(c), at a price per share less than the current market price Current Market Price per share of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which each Warrant is exercisable will be adjusted based on the following formula: NS' = NS0 x OS0 + X OS0 + Y where, NS' = the number of Warrant Shares for which each Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which each Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (determined or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Current Market Price per share of Common Stock as provided in paragraph (f) of this Section) of [the record date. Such adjustment shall be successively made whenever any such Preferred Shares] [Common Stock] rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Exercise Rate number of Warrant Shares for which the Warrants are exercisable shall be readjusted to the number of Warrant Shares for which the Warrants are exercisable that would then be in effect at had the opening adjustments made upon the issuance of business such rights or warrants been made on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction basis of which the numerator shall be delivery of only the number of shares of [Common Stock actually delivered. If such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus rights or warrants are not so issued, the number of shares of [such Preferred Shares] [Common Stock] Warrant Shares for which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator Warrants are exercisable shall again be adjusted to be the number of shares of [Warrant Shares for which each Warrant is exercisable that would then be in effect if such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for the determination of stockholders entitled to receive such determination plus rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 5.1(c) which shall have the effect of decreasing the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury Warrant Shares issuable upon exercise of the Warrants. In the event that the Company but issues rights pursuant to a stockholder rights plan, no adjustment shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]be required under this Section 5.1(c) until the time such rights become exercisable. The Company will not issue In determining whether any rights or warrants in respect of entitle the Holders to subscribe for or purchase shares of [Preferred Shares] [Common Stock] held Stock at less than the Current Market Price, and in determining the treasury aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined reasonably and in good faith by the CompanyBoard of Directors.

Rights or Warrants. In case the Company shall issue rights or warrants to all holders of [a class or series of its Preferred Shares Stock for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred SharesStock] [Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred SharesStock] [Common Stock] on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred SharesStock] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred SharesStock] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred SharesStock] [Common Stock] held in the treasury of the Company.

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 × OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for determination of stockholders entitled to receive such rights or warrants. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination warrants had not been fixed. No adjustment shall be increased by dividing such Exercise Rate by a fraction made pursuant to this Section 6.3 which shall have the effect of which the numerator shall be decreasing the number of Warrant Shares issuable upon exercise of this Warrant. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of [Common Stock at less than such Preferred Shares] [Common Stock] outstanding at Market Price, and in determining the close of business on aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the date fixed Company for such determination plus rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board. In the event the Company adopts or implements a shareholder rights plan (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the number of shares Warrant Shares described in this Section 6.3 at any time prior to the distribution of [separate certificates representing such Preferred Shares] [Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares Warrant Shares for which this Warrant is exercisable shall be adjusted at the time of [Preferred Shares] [Common Stock] at separation as described in this Section 6.3 (unless the Holder or any time outstanding shall not include shares held of its Affiliates (as defined in the treasury of Shareholder Rights Plan) or Associates (as defined in the Company but Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall include shares issuable be made pursuant to this Section 6.3 in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Companysuch Rights).

Rights or Warrants. In case the Company shall issue rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [shares of Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on the date fixed for the determination of stockholders shareholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred Shares] [shares of Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [shares of Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [shares of Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [shares of Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [shares of Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. [For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [shares of Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [shares of Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [shares of Common Stock] held in the treasury of the Company.]

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Shares, any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares Common Shares, for a period expiring 45 days or less from the date of [such Preferred Shares] [Common Stock] issuance thereof and subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Shares on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following Business Day immediately preceding the date fixed for of announcement of such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be issuance, the number of shares Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X OS0 + Y where, NS’ = the number of [Warrant Shares for which this Warrant is exercisable in effect immediately after such Preferred Shares] [adjustment NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such adjustment OS0 = the number of Common Stock] Shares outstanding at immediately prior to the close of business on the date fixed for of announcement of such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of issuance X = the total number of shares Common Shares issuable pursuant to such rights (or warrants) Y = the number of [Common Shares equal to the aggregate price payable to exercise such Preferred Shares] [rights (or warrants) divided by the Market Price per Common Stock] so offered Share on the Business Day immediately preceding the date of announcement. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the record date for subscription such issuance. To the extent that Common Shares are not delivered upon or purchase before the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to the number of Common Shares for which this Warrant is exercisable that would purchase at then be in effect had the adjustments made upon the issuance of such current market price rights or warrants been made on the basis of delivery of only the number of Common Shares actually delivered (and the denominator Exercise Price also correspondingly readjusted). If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of shares of [Warrant Shares for which this Warrant is exercisable that would then be in effect if such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for the determination of shareholders entitled to receive such determination plus rights or warrants had not been fixed (and the Exercise Price also correspondingly readjusted). No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of shares Warrant Shares issuable upon exercise of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company.this

Rights or Warrants. In case the Company shall issue rights or warrants ------------------ to all holders Holders of [a class or series of its Preferred Shares Stock for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred SharesStock] [Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred SharesStock] [Common Stock] on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred SharesStock] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred SharesStock] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred SharesStock] [Common Stock] held in the treasury of the Company.

Rights or Warrants. In the case the Company shall issue fix a record date for the issuance of rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] Stock entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock (or securities convertible into Preferred Stock] ) at a price (the "Subscription Price") (or having a conversion price per share share) less than the current market price per share of the Preferred Stock (as defined in Section 8.5 below) on such record date, the exercise price of Warrant No. 1 shall be adjusted so that it shall thereafter equal the price determined as provided by multiplying (i) the exercise price in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on effect immediately prior to the date fixed for the determination of stockholders entitled to receive such rights or warrantsissuance and (ii) a fraction, the Exercise Rate in effect at the opening numerator of business on the day following the date fixed for such determination which shall be increased by dividing such Exercise Rate by a fraction the sum of which the numerator shall be the number of shares of [Preferred Stock outstanding on such Preferred Shares] [Common Stock] outstanding at the close of business on the record date fixed for such determination plus and the number of additional shares of [such Preferred Shares] [Common Stock] Stock which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market price per share of the Preferred Stock, and the denominator of which shall be the sum of the number of shares of [Preferred Stock outstanding on such record date and the number of additional shares of Preferred Shares] [Common Stock] outstanding at Stock offered for subscription or purchase (or into which the close convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of business on shareholders entitled to receive such rights or warrants; and to the date fixed for extent that shares of Preferred Stock are not delivered (or securities convertible into Preferred Stock are not delivered) after the expiration of such determination plus rights or warrants the exercise price shall be readjusted to the exercise price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of [such Preferred Shares] [Common Stock (or securities convertible into Preferred Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company) actually delivered.

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination warrants had not been fixed. No adjustment shall be increased by dividing such Exercise Rate by a fraction made pursuant to this Section 6.3 which shall have the effect of which the numerator shall be decreasing the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes Warrant Shares issuable upon exercise of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]Warrant. The Company will not issue In determining whether any rights or warrants entitle the Holder to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. In the event the Company adopts or implements a shareholder rights agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the warrantholder or any of its Affiliates or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6 in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Companysuch Rights).

Rights or Warrants. In the case the Company shall issue fix a record date for the issuance of rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] Stock entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock (or securities convertible into Common Stock] ) at a price (the "Subscription Price") (or having a conversion price per share share) less than the current market price per share of the Common Stock (as defined in Section 8.5 below) on such record date, the exercise price of Warrant No. 1 shall be adjusted so that it shall thereafter equal the price determined as provided by multiplying (i) the exercise price in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] on effect immediately prior to the date fixed for the determination of stockholders entitled to receive such rights or warrantsissuance and (ii) a fraction, the Exercise Rate in effect at the opening numerator of business on the day following the date fixed for such determination which shall be increased by dividing such Exercise Rate by a fraction the sum of which the numerator shall be the number of shares of [Common Stock outstanding on such Preferred Shares] [Common Stock] outstanding at the close of business on the record date fixed for such determination plus and the number of additional shares of [such Preferred Shares] [Common Stock] Stock which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market price per share of the Common Stock, and the denominator of which shall be the sum of the number of shares of [Common Stock outstanding on such Preferred Shares] [record date and the number of additional shares of Common Stock] outstanding at Stock offered for subscription or purchase (or into which the close convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of business on shareholders entitled to receive such rights or warrants; and to the date fixed for extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such determination plus rights or warrants the exercise price shall be readjusted to the exercise price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of [such Preferred Shares] [Common Stock (or securities convertible int Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company) actually delivered.

Rights or Warrants. In case (a) Subject to Section 6.3(b), if the Company shall issue issues to all or substantially all holders of its Ordinary Shares any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares Ordinary Shares for a period expiring sixty (60) days or less from the date of [such Preferred Shares] [Common Stock] issuance thereof at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Ordinary Share on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following Business Day immediately preceding the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be announcement, the number of shares Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X OS0 + Y where, NS’ = the number of [Warrant Shares for which this Warrant is exercisable in effect immediately after such Preferred Shares] [Common Stock] adjustment NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such adjustment OS0 = the number of Ordinary Shares outstanding at immediately prior to the close of business on the date fixed for of announcement of such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of issuance X = the total number of shares Ordinary Shares issuable pursuant to such rights (or warrants) Y = the number of [Ordinary Shares equal to the aggregate price payable to exercise such Preferred Shares] [Common Stock] so offered rights (or warrants) divided by the Market Price per Ordinary Share on the Business Day immediately preceding the date of announcement. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the record date for subscription such issuance. To the extent that Ordinary Shares are not delivered upon or purchase before the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to the number of Ordinary Shares for which this Warrant is exercisable that would purchase at then be in effect had the adjustments made upon the issuance of such current market price rights or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered (and the denominator Exercise Price also correspondingly readjusted). If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of shares of [Warrant Shares for which this Warrant is exercisable that would then be in effect if such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for the determination of shareholders entitled to receive such determination plus rights or warrants had not been fixed (and the Exercise Price also correspondingly readjusted). No adjustment shall be made pursuant to this Section 6.3 which shall have the effect of decreasing the number of shares Warrant Shares issuable upon exercise of [this Warrant. In determining whether any rights or warrants entitle the holders of the Company’s Ordinary Shares to subscribe for or purchase Ordinary Shares at less than such Preferred Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. (b) In the event the Company adopts or implements a shareholder rights agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Ordinary Shares of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise of this Warrant, the Rights have separated from the Ordinary Shares] [Common Stock] so offered for subscription , the Exercise Price shall be adjusted at the time of separation as described in Section 6.3(a) (without giving effect to the sixty (60) day limitation on exercisability set forth in Section 6.3(a)); provided, however, that, no adjustment shall be made pursuant to this Section 6 in respect of such Rights with respect to any Holder which is, or purchaseis an “affiliate” or “associate” of, an “acquiring person” under such Shareholder Rights Plan or with respect to any direct or indirect transferee of such Holder who receives this Warrant in such transfer after the time such Holder becomes, or its affiliate or associate becomes, such increase an “acquiring person”. To the extent such Rights are not exercised prior to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b)their expiration, termination or redemption, the number of shares Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held Warrant Shares for which this Warrant is exercisable that would then be in effect if such prior adjustment had been made on the treasury basis of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in issuance of, and the treasury receipt of the Companyexercise price with respect to, only the number of Ordinary Shares actually issued pursuant to such Rights (and the Exercise Price also correspondingly readjusted).

Rights or Warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Exercise Rate shall be readjusted to the Exercise Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. d. In case the Company shall issue rights or warrants (except pursuant to all a Rights Offering as defined in subparagraph (c) above) pro rata to the holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them Stock rights or warrants to subscribe for or purchase only (x) shares of [such Preferred Shares] [its Common Stock except as described in subparagraph (c) above, or (y) units consisting of shares of Common Stock and warrants to purchase shares of Common Stock] at , the number of shares of its Common Stock with respect to which this Warrant is exercisable thereafter shall be determined by multiplying the number of shares of Common Stock with respect to which this Warrant was exercisable theretofore by a price per fraction, of which the numerator shall be the Average Market Price for a share less than the current market price per share (of Common Stock determined as provided of the record date mentioned below, and of which the denominator shall be such Average Market Price less the fair market value (as determined in paragraph (fthe business judgment of the Board of Directors) as of this Section) such record date of [such Preferred Shares] [the rights or warrants distributed pro rata to one of the outstanding shares of Common Stock] on . Such adjustment shall be made whenever such distribution is made and shall become retroactively effective immediately after the record date fixed for the determination of stockholders entitled to receive such rights or warrants. The foregoing provisions for adjustment of the Exercise Rate shall apply in each successive instance in which an adjustment is required thereby. No adjustment in the Exercise Rate resulting from the application of the foregoing provisions is to be given effect unless, by making such adjustment, the Exercise Rate in effect at immediately prior to such adjustment would be changed thereby by 1% or more, but any adjustment that would change the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction less than 1% is to be carried forward and given effect in making future adjustments; provided, however, that each adjustment of which the numerator Exercise Rate shall in all events be made no later than three years from the date such adjustment would have been required to be made except for the provisions of this sentence. All calculations under this Section 4 shall be made to the nearest one-hundredth (1/100th) of a share. Shares of Common Stock owned by or held for the account of the Company shall not be deemed to be outstanding for the purposes of any computation made under this Section 4. Whenever the number of shares of [such Preferred Shares] [Common Stock] outstanding Stock deliverable upon the exercise of this Warrant shall be adjusted pursuant to the provisions hereof, the Company shall forthwith file at its principal office and with any transfer agent for the close Common Stock a statement, signed by the President or one of business on the date fixed for such determination plus Vice-Presidents of the Company and by its Treasurer or one of its Assistant Treasurers, stating the adjusted number of shares of [such Preferred Shares] [Common Stock] which Stock deliverable with respect to this Warrant and setting forth in reasonable detail the aggregate method of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price calculation and the denominator facts requiring such adjustment and upon which such calculation is based, and shall be mail a notice of such adjustment to the number holder of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes record of this paragraph (b), Warrant. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required. In the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Company.event:

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Warrant Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination warrants had not been fixed. No adjustment shall be increased by dividing such Exercise Rate by a fraction made pursuant to this Section 6.3 which shall have the effect of which the numerator shall be decreasing the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes Warrant Shares issuable upon exercise of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]Warrant. The Company will not issue In determining whether any rights or warrants entitle the Holder to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. In the event the Company adopts or implements a shareholder rights agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the warrantholder or any of its Affiliates or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6 in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Companysuch Rights).

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date. Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant is exercisable shall be readjusted to the number of Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination warrants had not been fixed. No adjustment shall be increased by dividing such Exercise Rate by a fraction made pursuant to this Section 6.3 which shall have the effect of which the numerator shall be decreasing the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes Warrant Shares issuable upon exercise of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]Warrant. The Company will not issue In determining whether any rights or warrants entitle the Holders to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. In the event the Company adopts or implements a shareholder rights agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of this Warrant at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the Warrantholder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6 in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Companysuch Rights).

Rights or Warrants. In case If the Company shall issue issues to all or substantially all holders of its Common Stock any rights or warrants to all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred Shares] [Common Stock] , subject to the last paragraph of this Section 6.3, at a price per share less than the current market price Market Price per share (determined as provided in paragraph (f) of this Section) of [such Preferred Shares] [Common Stock] Stock on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Shares for which this Warrant or Warrants is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + X OS0 + Y where, NS’ = the number of Warrant Shares for which this Warrant or Warrants is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant or Warrants is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event X = the total number of shares of Common Stock issuable pursuant to such rights (or warrants) Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights (or warrants) divided by the Market Price per share of Common Stock as of the record date for the issuance of such rights (or warrants). Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the number of Warrant Shares for which this Warrant or Warrants is exercisable shall be readjusted to the number of Shares for which this Warrant is exercisable that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the number of Warrant Shares for which this Warrant or Warrants is exercisable shall again be adjusted to be the number of Warrant Shares for which this Warrant or Warrants is exercisable that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination warrants had not been fixed. No adjustment shall be increased by dividing such Exercise Rate by a fraction made pursuant to this Section 6.3 which shall have the effect of which the numerator shall be decreasing the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes Warrant Shares issuable upon exercise of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]Warrant or Warrants. The Company will not issue In determining whether any rights or warrants entitle the Holder to subscribe for or purchase shares of Common Stock at less than such Market Price, and in determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors. In the event the Company adopts or implements a shareholder rights agreement (a “Shareholder Rights Plan”) pursuant to which rights (“Rights”) are distributed to the holders of Common Stock of the Company and such Shareholder Rights Plan provides that each Warrant Share issued upon exercise of the Warrants at any time prior to the distribution of separate certificates representing such Rights will be entitled to receive such Rights, then there shall not be any adjustment to the exercise right or Exercise Price at any time prior to the distribution of separate certificates representing such Rights. If, however, prior to any exercise, the Rights have separated from the Common Stock, the Exercise Price shall be adjusted at the time of separation as described in this Section 6.3 (unless the Holder or any of its Affiliates (as defined in the Shareholder Rights Plan) or Associates (as defined in the Shareholder Rights Plan) is an Acquiring Person (as defined in the Shareholder Rights Plan), in which case no adjustment shall be made pursuant to this Section 6 in respect of shares of [Preferred Shares] [Common Stock] held in the treasury of the Companysuch Rights).

Rights or Warrants. In case If the Company shall issue rights issues to all or warrants to substantially all holders of [a class or series of its Preferred Shares for which Warrants may be exercised] [shares of its Common Stock] Units warrants or other rights entitling them to subscribe for or purchase shares Common Units, subject to the last paragraph of [such Preferred Shares] [Common Stock] this Section 5.1(c), at a price per share Common Unit less than the current market Current Market Price per Common Unit on the Business Day immediately preceding the date of announcement of such issuance, the number of Warrant Units for which each Warrant is exercisable will be adjusted based on the following formula: OS0 + X NS' = NS0 x OS0 + Y NS' = the number of Warrant Units for which each Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Units for which each Warrant is exercisable in effect immediately prior to such event OS0 = the number of Common Units outstanding immediately prior to such event X = the total number of Common Units issuable pursuant to such rights (or warrants) Y = the number of Common Units equal to the aggregate price payable to exercise such rights (or warrants) divided by the Current Market Price per share (determined Common Unit as provided in paragraph (f) of this Section) of [the record date. Such adjustment shall be successively made whenever any such Preferred Shares] [Common Stock] rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders unit holders entitled to receive such rights or warrants. To the extent that Common Units are not delivered after the expiration of such rights or warrants, the Exercise Rate number of Warrant Units for which the Warrants are exercisable shall automatically be readjusted to the number of Warrant Units for which the Warrants are exercisable that would then be in effect at had the opening adjustments made upon the issuance of business such rights or warrants been made on the day following basis of delivery of only the date fixed number of Common Units actually delivered. If such rights or warrants are not so issued, the number of Warrant Units for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator Warrants are exercisable shall again be adjusted to be the number of shares of [Warrant Units for which each Warrant is exercisable that would then be in effect if such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for the determination of unit holders entitled to receive such determination plus rights or warrants had not been fixed. No adjustment shall be made pursuant to this Section 5.1(c) which shall have the effect of decreasing the number of shares of [such Preferred Shares] [Common Stock] which the aggregate Warrant Units issuable upon exercise of the offering price of Warrants. In the total number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase would purchase at such current market price and event that the denominator Company issues rights pursuant to a unit holder rights plan, no adjustment shall be required under this Section 5.1(c) until the number of shares of [time such Preferred Shares] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred Shares] [Common Stock] so offered for subscription or purchase, such increase to rights become effective immediately after the opening of business on the day following the date fixed for such determinationexercisable. For the purposes of this paragraph (b), the number of shares of [Preferred Shares] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred Shares] [Common Stock]. The Company will not issue In determining whether any rights or warrants entitle the Holders to subscribe for or purchase Common Units at less than the Current Market Price, and in respect determining the aggregate price payable to exercise such rights or warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise thereof, the value of shares such consideration, if other than cash, to be determined reasonably and in good faith by the Board of [Preferred Shares] [Common Stock] held in the treasury of the CompanyDirectors.

Rights or Warrants. In case the Company shall issue rights or ------------------ warrants to all holders of [a class or series of its Preferred Shares Stock for which Warrants may be exercised] [shares of its Common Stock] entitling them to subscribe for or purchase shares of [such Preferred SharesStock] [Common Stock] at a price per share less than the current market price per share (determined as provided in paragraph (f) of this Section) of [such Preferred SharesStock] [Common Stock] on the date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Exercise Rate by a fraction of which the numerator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] which the aggregate of the offering price of the total number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of [such Preferred SharesStock] [Common Stock] outstanding at the close of business on the date fixed for such determination plus the number of shares of [such Preferred SharesStock] [Common Stock] so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (b), the number of shares of [Preferred SharesStock] [Common Stock] at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of [Preferred SharesStock] [Common Stock]. The Company will not issue any rights or warrants in respect of shares of [Preferred SharesStock] [Common Stock] held in the treasury of the Company.