Common use of Spin-Off Clause in Contracts

Spin-Off. If, for as long as any shares of Preferred Stock remain outstanding the Company consummates a spin off or otherwise divests itself of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “Spin Off”) in which the Company, in addition to or in lieu of any other compensation received by the Company for such business, operations or assets, causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (i) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder had all of the Holder’s shares of Preferred Stock outstanding on the record date (the “Record Date”) for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (the “Outstanding Preferred Stock”) been converted as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Securities”), and (ii) to be issued to the Holder upon the conversion of all or any of the Outstanding Preferred Stock, such amount of the Reserved Spin Off Securities equal to (x) the Reserved Spin Off Securities multiplied by (y) a fraction, of which (a) the numerator is the principal amount of the Outstanding Preferred Stock then being converted, and (b) the denominator is the principal amount of the Outstanding Preferred Stock.

Spin-Off. If, for as long as any shares of Series E Preferred Stock remain outstanding the Company consummates a spin off or otherwise divests itself of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “Spin Off”; for avoidance of doubt, the proposed transaction with AccelPath LLC does not fall with this provision and shall not constitute a “Spin Off” hereunder) in which the Company, in addition to or in lieu of any other compensation received by the Company for such business, operations or assets, causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause (ia) to be reserved Spin Off Securities equal to the number thereof which would have been issued to the Holder all Holders had all of the Holder’s shares of Series E Preferred Stock outstanding on the record date (the “Record Date”) ), for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (such outstanding shares of Series E Preferred Stock, the “Outstanding Preferred Stock”) ), if all Shares of Series E Preferred Stock had been converted as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Securities”), and (iib) to be issued to the each Holder upon the conversion of all or any of the Outstanding Preferred Stock, such amount of the Reserved Spin Off Securities equal to (x1) the Reserved Spin Off Securities multiplied by (y2) a fraction, of which (aA) the numerator is the principal amount aggregate Stated Value of the Outstanding Preferred Stock then being convertedconverted by such Holder, and (bB) the denominator is the principal amount aggregate Stated Value of the Outstanding Preferred Stock.