Common use of Special Distributions Clause in Contracts

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date ---------------------- for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription -------------- ---- rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant ------------ Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case If at any time prior to the Time of Expiry, the Company shall fix a record date for the making of a payment, issue or distribution to all or substantially all of the holders of its outstanding Common Shares of: (i) shares of the Company of any class other than Common Stock Shares; (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares; (iii) evidences of indebtedness; or (iv) cash (including any cash dividend), securities or any property or other assets, and if such issuance or distribution made in connection with does not constitute a consolidation Common Share Reorganization or merger in which the Company is the surviving corporation) or evidences a Rights Offering (any of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) abovesuch non-excluded events being herein called a “Special Distribution”), the Warrant Price Exchange Number shall be adjusted effective immediately after the record date to be the amount determined by multiplying the Exchange Number in effect on and after such the record date shall be adjusted by multiplying for the Warrant Price in effect immediately prior to such record date Special Distribution by a fraction fraction: (i) the numerator of which shall be the fair market value per share total number of Common Stock Shares outstanding on such record date, less the fair value (as determined date multiplied by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share Current Market Price of the Common Stock outstanding as Shares on the earlier of such record date, and and (ii) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date less the aggregate fair market value per share (as determined by the directors, acting reasonably and in good faith, at the time such distribution is authorized) to the holders of the Common Stock. Such Shares of the shares, rights, options or warrants or evidences of indebtedness or cash, securities or other property or other assets issued or distributed in the Special Distribution, provided that no such adjustment shall be made successively whenever if the result of such a adjustment would be to decrease the Exchange Number in effect immediately before such record date is fixed; and in the event that such distribution is not so madedate. The resulting product, the Warrant Price shall again be adjusted to the nearest 1/100th, shall thereafter be the Warrant Price Exchange Number until further adjusted as provided in this Article 4. Any shares owned by or held for the account of the Company or its Subsidiaries or a partnership of which would then the Company is directly or indirectly a party to shall be in effect if deemed not to be outstanding for the purpose of any such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was madecomputation.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or of evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (d) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (d) and 4(d(e) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (f) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value Fair Market Value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (d) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date ---------------------- for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription ------------ ---- rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant ------------ Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case If at any time after the Company Effective Date but prior to the Expiry Date the Corporation shall fix a record date for the making of a payment, issue or distribution to all the holders of all or substantially all of the outstanding Common Shares of: (i) shares of the Corporation or any other corporation of any class other than Common Stock Shares; (including any such distribution made in connection with a consolidation ii) rights, options or merger in which the Company is the surviving corporation) warrants to acquire Common Shares or evidences of indebtedness securities exchangeable for or assets convertible into Common Shares (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, optionsoptions or warrants pursuant to which holders of Common Shares are entitled, warrantsduring a period expiring not more than 45 days after the record date for such issue, or exchangeable or convertible securities containing the right to subscribe for or purchase shares Common Shares or securities exchangeable for or convertible into Common Shares at a price per share (or in the case of any class securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share) at the date of equity issue of such securities to the holder of at least 95% of the Company Current Market Price of the Common Shares on such record date); (excluding those referred to in Section 4(eiii) aboveevidences of indebtedness of the Corporation; or (iv) any property or assets of the Corporation; and if such issue or distribution does not constitute a Dividend Paid In The Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Warrant Exercise Price shall be adjusted effective immediately after the record date for the Special Distribution to be the amount determined by multiplying the Exercise Price in effect on and after such the record date shall be adjusted by multiplying for the Warrant Price in effect immediately prior to such record date Special Distribution by a fraction fraction: (iA) the numerator of which shall be the fair market value per share difference between (1) the product of the number of Common Stock Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date, less and (2) the fair value (market value, as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant SecretaryDirectors (whose determination shall be conclusive, subject to the prior written consent, if required, of any stock exchange on which the Common Shares are then listed) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription dividend, cash, securities, rights, options, warrants, evidences of indebtedness or exchangeable property or convertible securities applicable assets to one be issued or distributed in the Special Distribution, and (1) share of the Common Stock outstanding as of such record date, and (iiB) the denominator of which shall be such fair market value per share the product obtained by multiplying the number of Common StockShares outstanding on such record date by the Current Market Price of the Common Shares on such record date. Such adjustment Any Common Shares owned by or held for the account of the Corporation shall be made successively whenever deemed not to be outstanding for the purpose of such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection 6.1(c) as a result of the fixing by the Corporation of a record date is fixed; and for the issue or distribution of rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares referred to in the event that such distribution is not so madethis subsection 6.1(c), the Warrant Exercise Price shall again be adjusted readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to be the Warrant Price amount which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect based upon the number of Warrant Common Shares issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any exercise of this Warrant prior to the date further such subsequent adjustment was maderight.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections SECTION 4(c) and SECTION 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section SECTION 4(e) above), the Warrant Price Price(s) to be in effect on and after such record date shall be adjusted by multiplying the then applicable Warrant Price Price(s) in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, PROVIDED, that in the event the Board of Directors is unable to make such a determination or holders of at least fifty-one percent (51%) of the Warrant Shares issuable under this Warrant disagree in writing with such determination, then the fair value of such consideration shall be determined in the same manner as a Valuation under SECTION 4(i) below, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price Price(s) shall again be adjusted to be the Warrant Price Price(s) which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections Section 4(b) or Section 4(c) and 4(d) above and other than cash dividends) or of subscription rights, rights options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e4(d) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the then applicable Warrant Price in effect immediately prior to such record date by a fraction (ix) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, warrants or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, PROVIDED, that in the event the Board of Directors is unable to make such a determination, then the fair value of such consideration shall be determined in the same manner as a Valuation under Section 4(i) hereof, and (iiy) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a --------------------- record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above)Company, the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant SecretaryClerk) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Shares that are the subject of any Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record --------------------- date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or of evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (d) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (d) and 4(d(e) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (f) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value Fair Market Value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding g as of such record date, and (ii) the denominator of which shall be such fair market value Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case If and whenever at any time prior to the Time of Expiry, the Company shall fix fixes a record date for the making of a distribution to all or substantially all the holders of its common shares of: (i) shares of Common Stock any class, whether of the Company or any other corporation; (including any ii) rights, options or warrants; (iii) evidence of indebtedness; or (iv) other assets or property; and if such distribution made in connection with does not constitute a consolidation Rights Offering or merger in which does not consist of rights, options or warrants entitling the holders of common shares of the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase common shares of any class of equity securities of the Company Company, Participating Shares or Convertible Securities (excluding those referred to in Section 4(eas defined below) above), the Warrant Price to be in effect on and for a period expiring not more than 45 days after such record date shall and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Current Market Price on such record date (any such non-excluded event being hereinafter referred to as a “Special Distribution”), the Exercise Price will be adjusted effective immediately after such record date so that it shall equal the price determined by multiplying the Warrant Exercise Price in effect immediately prior to on such record date by a fraction (i) fraction, the numerator of which shall be is the fair market value per share of Common Stock volume weighted average trading price for a five-day period commencing on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record “ex-distribution” date, and (ii) the denominator of which is the volume weighted average trading price for a five-day period ending immediately prior to the “ex-distribution” date. Any common shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such fair market value per share of Common Stockcomputation. Such adjustment shall be made successively whenever such a record date is fixed; and in . To the event extent that such distribution Special Distribution is not so mademade or any such rights, options or warrants are not exercised prior to the expiration thereof, the Warrant Exercise Price shall again then be adjusted readjusted to be the Warrant Exercise Price which would then be in effect if such record date had not been fixedfixed or if such expired rights, but such subsequent adjustment shall options or warrants had not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was madebeen issued.

Special Distributions. In case the Company shall fix a --------------------- record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or of evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (d) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or of evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(cSECTION 4(B) and 4(dor SECTION 4(C) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above)Company, the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the then applicable Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, provided, however, that in the event the Board of Directors is unable to make such a determination or holders of at least fifty-one percent (51%) of the Total Warrant Shares issuable under outstanding Warrants or Other Warrants disagree in writing with such determination, then the fair value of such consideration shall be determined in the same manner as a Valuation under SECTION 4(F) below, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (d) and 4(d(e) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esubparagraph (f) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value Fair Market Value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1i) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value Fair Market Value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections Section 4(c) and Section 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, provided, that in the event the Board of Directors is unable to make such a determination or holders of at least fifty-one percent (51%) of the Warrant Shares issuable under outstanding Warrants disagree in writing with such determination, then the fair value of such consideration shall be determined in the same manner as a Valuation under Section 4(i) below, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above)Company, the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant SecretaryClerk) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.

Special Distributions. In case If and whenever at any time prior to the Company Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all of the holders of shares Common Shares of: (a) share of Common Stock any class, whether of the Corporation or any other corporation; (including any such distribution made in connection with a consolidation b) rights, options or merger in which the Company is the surviving corporationwarrants; (c) or evidences of indebtedness indebtedness; or (d) other assets or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and property, other than cash dividends) ; and if such distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of subscription rights, options, warrants, options or warrants entitling the holders of Common Shares or other Participating Shares (or securities convertible into or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(esuch shares) above), the Warrant Price to be in effect on and for a period expiring not more than 45 days after such record date shall be adjusted by multiplying and at a price per share (or having a conversion or exchange price per share) of at least 95% of the Warrant Current Market Price in effect immediately prior to of the Common Shares on such record date by (any such non-excluded event being hereinafter referred to as a fraction (i) "Special Distribution"), then Goodman shall be entitled to receive upon the numerator exercise of the Exercxxx Xxxvilege, in addition to the Common Shares which Goodman was entitled to receive prior to the record date of the Spexxxx Xxstribution upon the exercise of the Exercise Privilege, the shares, rights, options or warrants, evidence of indebtedness or other assets or property distributed pursuant to the Special Distribution in respect of the Common Shares in respect of which shall be the fair market value per share Exercise Privilege has been exercised by Goodman. Any Common Shares owned by or held for the account of Common Stock on such record date, less the fair value (as determined by the Board of Directors Xxxxxxy or any subsidiary of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so shall be deemed not to be distributed or outstanding for the purpose of any such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of computation. To the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event extent that such distribution Special Distribution is not so made, the Warrant Exercise Price shall again then be adjusted readjusted to be the Warrant Exercise Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

Special Distributions. In case the Company shall fix a --------------------- record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(csubparagraphs (b) and 4(d(c) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above)Company, the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary Clerk or Assistant SecretaryClerk) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant Warrants prior to the date such subsequent adjustment was made.