Common use of Special Dividends Clause in Contracts

Special Dividends. In case the Company after the date hereof 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) evidences of its indebtedness, securities or assets (excluding any dividends paid out of retained earnings), or subscription rights or warrants (excluding those referred to in subsection (c) above), in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, evidences of indebtedness, securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder the subscription rights referred to above that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such record date, or (2) if the Company grants to each Holder the right to receive, upon the exercise of the Warrants held by such Holder at any time after the distribution of the evidences of indebtedness or assets or equity securities referred to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities referred to in this subsection (d).

Special Dividends. In case the If Company after the date hereof shall fix a record date for the making of a distribution issue or distribute to all any holder or 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) evidences of its indebtedness, any other securities of Company or any cash, property or other assets (excluding (x) so long as the Credit Agreement remains effective, any dividends paid out or distributions permitted by Section 3.5 of retained earnings), the Credit Agreement and (y) a Stock Reorganization or subscription rights or warrants (excluding those referred to in subsection (c) any Stock Distribution that is not provided for above), in each whether or not accompanied by a purchase, redemption or other acquisition of shares of Common Stock (any such case nonexcluded event being herein called a “Special Dividend”), (i) the Exercise Price number of Stock Units subject to purchase upon exercise of this Warrant shall be increased to a number determined by multiplying the number of Stock Units subject to purchase immediately before such Special Dividend by a fraction, the numerator of which shall be the Fair Market Value of Company per Stock Unit immediately before such Special Dividend and the denominator of which shall be: (x) the Fair Market Value of Company per Stock Unit on the date in effect immediately prior to such Special Dividend minus (y) any cash and the close Fair Market Value of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, any evidences of indebtedness, securities or subscription rights property or warrants so other assets issued or distributed applicable in such dividend with respect to one share Stock Unit of Common Stock, and Stock Unit; and (yii) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder the subscription rights referred to above that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such record date, or (2) if the Company grants to each Holder the right to receive, upon the exercise Exercise Price of the Warrants held by such Holder at any time after shall be adjusted so that the distribution aggregate exercise price of all the Warrants shall not exceed the aggregate exercise price on the date of the evidences original issuance thereof. A reclassification of indebtedness or assets or shares of Common Stock into any other class of equity securities referred shall be deemed a distribution by Company to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtednesssuch shares of Common Stock and, assetsif the outstanding shares of Common Stock shall be changed into a larger or smaller number of shares of Common Stock as part of such reclassification, subscription rights or equity securities referred to in this subsection (d)a Stock Reorganization.

Special Dividends. In case the Company after the date hereof shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder Warrantholder the subscription rights referred to above that each Holder Warrantholder would have been entitled to receive had the Warrants held by such Holder Warrantholder been exercised prior to such record date, date or (2) if the Company grants to each Holder Warrantholder the right to receive, upon the exercise of the Warrants held by such Holder Warrantholder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities referred to in this subsection (d).of

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less LESS the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; providedPROVIDED, howeverHOWEVER, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series B Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series B Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series B Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series B Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series B Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series B Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company after the date hereof shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder Warrantholder the subscription rights referred to above that each Holder Warrantholder would have been entitled to receive had the Warrants held by such Holder Warrantholder been exercised prior to such record date, date or (2) if the Company grants to each Holder Warrantholder the right to receive, upon the exercise of the Warrants held by such Holder Warrantholder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder Warrantholder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any HolderWarrantholder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon exercise of the Warrants evidenced by this Warrant Certificate, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series A Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series A Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series A Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series A Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series A Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series A Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less LESS the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; providedPROVIDED, howeverHOWEVER, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series A Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series A Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series A Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series A Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series A Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series A Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series B Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series B Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series B Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series B Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series B Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series B Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company eSpeed, after the date hereof hereof, shall fix a record date for the making of a distribution distribute to all holders of shares of eSpeed Class A Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences evidence of its indebtedness, securities cash, property or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend), Equity Securities (other than eSpeed Class A Common Stock) or subscription rights rights, options or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities, in each such case the Share Rate will be adjusted by multiplying the Share Rate in effect on such record date by a fraction of which (i) the numerator of which shall be the total number of eSpeed Class A Shares outstanding on such record date multiplied by such Closing Price, and (ii) the denominator of which shall be the total number of Class A Shares outstanding on such record date multiplied by the Closing Price on the earlier of the record date and the date on which eSpeed announces its intention to make such distribution, less the aggregate fair market value (as determined by the Board of Directors of eSpeed at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (xi) the numerator shall be the Closing Price per share of eSpeed Class A Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors of eSpeed in its good faith judgment) of the portion of assetsthat such shares or rights, options or warrants or evidences of indebtednessindebtedness or cash, securities or subscription rights other property or warrants assets so distributed applicable to represent of the value of one share of eSpeed Class A Common Stock, and (yii) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder the subscription rights referred to above that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such record date, or (2) if the Company eSpeed grants to each Holder Warrantholder the right to receive, upon the exercise of the Warrants held by such Holder at any time Warrantholder after the distribution of the such Warrants become exercisable, such shares or rights, options or warrants or evidences of indebtedness or assets cash, securities or equity securities referred to above, the evidences of indebtedness other property or assets or equity securities that such Holder Warrantholder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company eSpeed shall provide any HolderWarrantholder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtednessshares or rights, assetsoptions or warrants or evidences of indebtedness or cash, subscription rights securities or equity securities other property or assets so distributed referred to in this subsection (d). Rights or warrants issued by eSpeed to all holders of eSpeed Class A Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of eSpeed Class A Common Stock, (ii) are not exercisable or (iii) are issued in respect of future issuances of eSpeed Class A Common Stock, including shares of eSpeed Class A Common Stock issued upon exercise of the Warrants evidenced by the Warrant Certificate, in each of cases (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company after the date hereof shall fix a record date for the making of a distribution distribute 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 corporationi) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out regular periodic cash dividend if the per share amount thereof, when added to the per share amount of retained earnings), other distributions made within the preceding 12 months (other than those distributions which resulted in an Exercise Price adjustment) does not exceed 15% of the Market Price per share of Common Stock on the date of declaration of such dividend or subscription distribution) or (ii) rights or warrants to subscribe (excluding those referred to in subsection (cb) above)) for shares of capital stock of any class other than the Common Stock, in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution thereto shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing sum of the Market Price per share multiplied by the number of outstanding shares of Common Stock Stock, in each case on such the record date (or, if applicable, the ex-distribution date) mentioned below, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgmentfaith, whose determination shall be conclusive) of the portion of assets, assets or evidences of indebtedness, securities indebtedness so distributed or of such subscription rights or warrants so distributed applicable to one share of such shares of capital stock of any class other than Common Stock, and (y) the denominator shall be such Closing Pricethe sum of the amount of the Market Price multiplied by the number of outstanding shares of Common Stock, such adjustment to become effective immediately prior to the opening of business in each case on the day following such record date (or, if applicable, the ex-distribution date) mentioned below; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder the subscription rights referred to above in this subsection (c) that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such the record date, date mentioned below or (2) if the Company grants to each Holder the right to receive, upon the exercise of the Warrants held by such Holder at any time after the distribution of the evidences of indebtedness or assets or equity securities shares of capital stock of any class other than the Common Stock referred to aboveabove in this subsection (c), the evidences of indebtedness or assets or equity securities shares of capital stock of any class other than the Common Stock that such Holder would have been entitled to receive had such Warrants been exercised prior to such the record datedate mentioned below. The Company shall provide any Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities capital stock referred to in this subsection (dSection 9.1(c). Any such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less LESS the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series B Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series B Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series B Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series B Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series B Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series B Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case Notwithstanding any contrary provision in Section 5 above, in the event the Company after declares a special, non-recurring dividend on its Common Stock at any time or from time to time prior to the date hereof Determination Date, the Grantee shall fix a record date for be entitled to receive such special dividend in respect of the making Granted Shares pursuant to the terms set forth in this Section 6. In this regard, the Company shall pay any such special dividend to the Grantee only in the form of a distribution to all holders grant of shares Shares of Common Stock (including any such distribution made the “Dividend Shares”), and not in cash. The number of Dividend Shares the Company shall grant to the Grantee in connection with a consolidation or merger any special dividend shall be equal to the quotient obtained by dividing (a) the per Share amount of the special dividend, multiplied by the number of Shares of Granted Stock set forth in the Notice of Stock Award Grant, by (b) the per-Share closing price of the Company’s Common Stock as quoted on the NYSE Amex on the trading date immediately preceding the date on which the Company special dividend is the surviving corporation) evidences of its indebtednessdeclared; provided that, securities or assets (excluding any dividends paid out of retained earnings), or subscription rights or warrants (excluding those referred no Dividend Shares shall be granted pursuant to in subsection (c) above), in each such case the Exercise Price in effect immediately prior this Section 6 to the close extent such grant results in the total number of business Options or Stock Awards granted under the Plan as of the date of the grant of the Dividend Shares exceeds the total number of Options and Stock Awards authorized for grant under Section 4 of the Plan. Any Dividend Shares granted pursuant to this Section 6 shall be subject to the same restrictions and Risk of Forfeiture applicable to the Granted Shares as set forth in this Agreement and the Notice of Stock Award Grant, and shall for all purposes of this Agreement be considered Performance Shares. Moreover, the Grantee shall not be entitled to vote any Dividend Shares, nor receive dividends on such Dividend Shares, and certificates for such Dividend Shares shall not be issued unless and until such Dividend Shares irrevocably vest pursuant to this Agreement and the record date for Notice of Stock Award Grant. For purposes of clarity, the determination of stockholders Grantee shall not be entitled to receive such distribution shall be adjusted a grant of Dividend Shares pursuant to a price obtained by multiplying such Exercise Price by a fraction of which (x) this Section 6 in the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, evidences of indebtedness, securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if event the Company issues or distributes to each Holder the subscription rights referred to above that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such record date, or (2) if the Company grants to each Holder the right to receive, upon the exercise of the Warrants held by such Holder at any time after the distribution of the evidences of indebtedness or assets or equity securities referred to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any Holder, upon receipt of declares a written request therefor, with any indenture regular quarterly or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities referred to in this subsection (d)periodic dividend.

Special Dividends. In case the Company Corporation after the date hereof shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (cg) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock Stock's Fair Market Value on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgmentaccordance with Section 4(b)) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Pricethe Common Stock's Fair Market Value, such adjustment to become effective immediately prior to the opening of business on the day following such record date; providedPROVIDED, howeverHOWEVER, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series F Preferred Stock the subscription rights referred to above that each Holder holder of Series F Preferred Stock would have been entitled to receive had the Warrants Series F Preferred Stock held by such Holder holder been exercised prior to such record date, or (2) if the Company grants to each Holder the right to receive, upon the exercise of the Warrants held by such Holder at any time after the distribution of the evidences of indebtedness or assets or equity securities referred to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series F Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (dh). Rights, options or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights, options or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon exercise of the Series F Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (h) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company Corporation after the date hereof of the original issuance of the Series A Preferred Stock shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend but including any extraordinary cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Conversion Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Conversion Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less LESS the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company Corporation issues or distributes to each Holder holder of Series A Preferred Stock the subscription rights referred to above that each Holder such holder would have been entitled to receive had the Warrants Series A Preferred Stock held by such Holder holder been exercised converted prior to such record date, date or (2) if the Company Corporation grants to each Holder such holder the right to receive, upon the exercise conversion of the Warrants Series A Preferred Stock held by such Holder holder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder holder would have been entitled to receive had such Warrants Series A Preferred Stock been exercised converted prior to such record date. The Company Corporation shall provide any Holderholder of Series A Preferred Stock, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d). Rights or warrants issued by the Corporation to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon conversion of shares of Series A Preferred Stock, in each case in clauses (i) through (iii) until the occurrence of a Trigger Event, shall for purposes of this subsection (d) not be deemed issued until the occurrence of the earliest Trigger Event.

Special Dividends. In case the Company after the date hereof shall fix a record date for the making of a distribution distribute 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) evidences of its indebtedness, securities indebtedness or assets (excluding any dividends paid out of retained earningsregular periodic cash dividend), Equity Securities (other than Common Stock) or subscription rights or warrants to subscribe (excluding those referred to in subsection (c) above)) for Equity Securities other than Common Stock, in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, assets or evidences of indebtedness, securities indebtedness or Equity Securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder Warrantholder the subscription rights referred to above that each Holder Warrantholder would have been entitled to receive had the Warrants held by such Holder Warrantholder been exercised prior to such record date, date or (2) if the Company grants to each Holder Warrantholder the right to receive, upon the exercise of the Warrants held by such Holder Warrantholder at any time after the distribution of the evidences of indebtedness or assets or equity securities Equity Securities referred to above, the evidences of indebtedness or assets or equity securities Equity Securities that such Holder Warrantholder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any HolderWarrantholder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities Equity Securities referred to in this subsection (d).. Rights or warrants issued by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Equity Securities, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock,