Common use of Stock Dividends and Stock Splits Clause in Contracts

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe WarrantsNotes), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Simultaneously with any adjustment to the Conversion Price pursuant to this Section 5(a), and the number of shares issuable Conversion Shares which may be issued upon exercise conversion of this Warrant Note or as payment interest hereon shall be proportionately adjusted increased or decreased proportionately, so that after such that adjustment, the aggregate Exercise amount of the adjusted Conversion Price multiplied by the aggregate adjusted amount of this Warrant Conversion Shares shall remain unchangedequal the aggregate amount of the unadjusted Conversion Price multiplied by the aggregate unadjusted amount of Conversion Shares. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: Corporation shall after the Issue Date (iA) pays pay a stock dividend or otherwise makes make a distribution or distributions payable in Common Shares on any class of shares of Common Stock capital stock of the Corporation (excluding any Discounted Dividend Payment payable on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe WarrantsSeries "A" Preferred Shares pursuant to Section 7 hereof), (iiB) subdivides subdivide its outstanding shares of Common Stock Shares into a larger greater number of shares, (iiiC) combines (including by way of a reverse stock split) combine its outstanding shares of Common Stock Shares into a smaller number of shares or (ivD) issues, in the event of a reclassification of shares of the Common Stock, issue any shares of capital stock by reclassification of its Common Shares, the Company, then Conversion Price in effect at the Exercise Price shall be multiplied by a fraction opening of which business on the numerator shall be day following the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date fixed for the determination of stockholders entitled to receive such dividend or distribution and or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall become effective be adjusted so that the holder of any Series "A" Preferred Share thereafter surrendered for conversion shall be entitled to receive the number of Common Shares that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series "A" Preferred Shares been converted immediately after prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or rereclassification. An adjustment made pursuant to this subparagraph (g) shall become effective immediately upon the opening of business on the day next following the record date in the case of a dividend or distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. Fundamental Transaction. If the Corporation shall be a party to any transaction (including without limitation a merger, consolidation, statutory share exchange, self tender offer for all or substantially all Common Shares, sale of all or substantially all of the Corporation's assets or recapitalization of the Common Shares and excluding any transaction as to which subparagraph (d)(i) of this Section 7 applies) (each of the foregoing being referred to herein as a "Fundamental Transaction"), in each case as a result of which Common Shares shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Series "A" Preferred Share that is not converted into the right to receive stock, securities or other property in connection with such Fundamental Transaction shall thereafter be convertible into the kind and amount of shares of stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Fundamental Transaction by a holder of that number of Common Shares into which one Series "A" Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Shares (i) is not a Person with which the Corporation consolidated into or which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of stock, securities and other property (including cash or any combination thereof) receivable upon such Fundamental Transaction (provided that if the kind or amount of stock, securities and other property (including cash or any combination thereof) receivable upon such Fundamental Transaction is not the same for each Common Share of the Corporation held immediately prior to such Fundamental Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-classificationElecting Share"), then for the purpose of this subparagraph (g) the kind and amount of stock, securities and other property (including cash or any combination thereof) receivable upon such Fundamental Transaction by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). The provisions of this subparagraph (h) shall similarly apply to successive Fundamental Transactions.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock, the Company's Class B Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion ofpursuant to this Debenture, or payment of including as interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantshereon), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (iv) issues, in the event of a issues by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Simultaneously with any adjustment to the Conversion Price pursuant to this Section 5(a), and the number of shares issuable Conversion Shares which may be issued upon exercise conversion of this Warrant Debenture or as payment interest hereon shall be proportionately adjusted increased or decreased proportionately, so that after such that adjustment, the aggregate Exercise amount of the adjusted Conversion Price multiplied by the aggregate adjusted amount of this Warrant Conversion Shares shall remain unchangedequal the aggregate amount of the unadjusted Conversion Price multiplied by the aggregate unadjusted amount of Conversion Shares. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the CompanyCompany or Parent, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Company Common Stock or Parent Common Stock, as applicable or any Common Stock Equivalents securities exercisable, exchangeable or convertible into capital stock of the Company or Parent (which, for avoidance of doubt, shall not include any shares of Company Common Stock or Parent Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Debenture), ; (iiB) subdivides outstanding shares of Company Common Stock or Parent into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Company Common Stock or Parent Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Company Common Stock or Parent Common Stock, any shares of capital stock of the CompanyCompany or Parent, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Company Common Stock or Parent Common Stock, as applicable (excluding any treasury shares of the CompanyCompany or Parent, as applicable) outstanding immediately before such event and of which the denominator shall be the number of shares of Company Common Stock or Parent Common Stock, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe WarrantsDebentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. Unless waived in writing by Holders of at least 67% of the then outstanding principal amount of Debentures, notwithstanding anything to contrary in the event that the Common Stock is no longer listed or quoted on the NYSE MKT, and, if after such delisting, the Company effect a reverse stock split of its Common Stock, no adjustment shall be made to the Conversion Price pursuant to this Section 5(a) as a result of such reverse stock split.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant the Series A Common Equivalent Preferred Stock is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Class A Common Stock on shares of Class A Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include the issuance by the Company of any shares of Class A Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Series A Common Equivalent Preferred Stock), ; (iiB) subdivides outstanding shares of Class A Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Class A Common Stock, any shares of capital stock of the Company, then the Exercise Price Conversion Rate shall be multiplied by a fraction fraction, of which the numerator shall be the number of shares of Class A Common Stock (or in the event that clause (D) of this Section 7(a) shall apply, shares of reclassified capital stock), outstanding immediately after such event (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately after before such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive any such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If any such dividend or distribution is declared but does not occur, the Conversion Rate shall be readjusted, effective as of the date the Board announces that such dividend or distribution shall not occur, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant the Series B-1 Preferred Stock is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Class A Common Stock on shares of Class A Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include the issuance by the Company of any shares of Class A Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Series B-1 Preferred Stock), ; (iiB) subdivides outstanding shares of Class A Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Class A Common Stock, any shares of capital stock of the Company, then the Exercise Price Conversion Rate shall be multiplied by a fraction fraction, of which the numerator shall be the number of shares of Class A Common Stock (or in the event that clause (D) of this Section 7(a) shall apply, shares of reclassified capital stock), outstanding immediately after such event (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately after before such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive any such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If any such dividend, distribution, subdivision, combination or reclassification is announced or declared but does not occur, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors announces that such dividend, distribution, subdivision, combination or reclassification shall not occur to the Conversion Rate that would then be in effect if such dividend, distribution, subdivision, combination or reclassification had not been declared.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest onpursuant to this Debenture, the Company's outstanding 2.5% Convertible Debentures due July 22, 2007, the Company's Series A 18% Cumulative Convertible Preferred Stock or upon the exercise of any options or warrantsCompany's Series B 12% Cumulative Convertible Preferred Stock, includingthe Warrantsincluding as interest thereon), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock, Common Stock Equivalents, or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, which shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Warrant), (ii) subdivides its outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) its outstanding shares of Common Stock into a smaller number of shares shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock Capital Stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company, if any) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If the Company, at any time while this Warrant is outstanding, authorizes and issues an additional class of common or special stock, with dividend and voting rights at a ratio different than the existing class of Common Stock (the “New Common Stock”), then this Warrant shall automatically become exercisable, at the election of the Holder, for shares of the New Common Stock at an adjusted Exercise Price proportional to the then-current Exercise Price multiplied by a fraction, the numerator of which shall be the number of votes per share of the class of New Common Stock and the denominator of which shall be the number of votes per share of the existing class of Common Stock.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: : (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe including the Warrants), ; (ii) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on other than in connection with the issuance of shares of Common Stock as regularly scheduled dividends pursuant to the terms of the Company's Series B Convertible Preferred Stock which preferred stock shall not be amended after the date hereof to increase the number of such securities or any Common Stock Equivalents to decrease the exercise, exchange or conversion price of such securities (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion ofpursuant to this Debenture, or payment of including as interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthereon), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issues by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the CompanyIf, at any time while this Warrant Debenture is outstanding, the Company: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Debenture), provided that this clause (iiA) shall be deemed to not include any stock dividends payable on the Series B Preferred Stock as long as the terms of such Series B Preferred Stock have not been materially amended since the date of the Purchase Agreement; (B) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, Issuer or the Company at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantspursuant to this Debenture), (iiB) subdivides outstanding shares of Common Stock into a larger number of shares, (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issues by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Issuer, or the Company, as applicable, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationclassification or if such adjustment is made prior to the Consolidation Date in respect of the Company, such adjustment shall be effective on the Consolidation Date.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant the Series A Preferred Stock is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantspursuant to this Series A Preferred Stock), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then the Exercise Price Conversion Value shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Companyshares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.. b) Subsequent Equity Sales. From the date hereof until such time as no Purchaser holds any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a "Variable Rate Transaction" or an "MFN Transaction" (each as defined below). The term "Variable Rate Transaction" shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 7(b) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction or MFN Transaction shall be an Exempt Issuance. c) Subsequent Rights Offerings. The Company, at any time while the Series A Preferred Stock is outstanding, shall not issue rights, options or warrants to holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Conversion Price. d) Anti-Dilution Price Adjustment. From the date hereof until such time as the Holder holds less than 10% of the shares of Series A Preferred Stock issued to the original Holder, the Company closes on the sale (other than an Exempt Issuance) of a note or notes, shares of Common Stock, or shares of any class of convertible preferred stock at a price per share of Common Stock, or with a conversion right to acquire Common Stock at a price per share of Common Stock, that is less than the Conversion Value (as adjusted to the capitalization per share as of the Closing Date, following any stock splits, stock dividends, or the like) (collectively, "Dilutive Issuance"), the Company shall make a post-Closing adjustment in the Conversion Value of the Series A Preferred Stock so that the effective price per share paid by the Investor is reduced to a price determined by multiplying the current exercise price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus the number of shares of Common Stock which the aggregate consideration received by the Company for the shares of Common Stock issuable in the Dilutive Issuance would purchase at the current Conversion Value, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance plus the number of additional shares of Common Stock to be issued in the Dilutive Issuance. For the purposes of the foregoing calculation, the number of shares of Common Stock outstanding immediately prior to such Dilutive Issuance shall be determined on a fully diluted basis as if, immediately prior to the Dilutive Issuance, all convertible securities issued by the Company (including the Series A Preferred Stock) had been fully converted into shares of Common Stock and all outstanding warrants, options or other rights for the purchase of shares of Common Stock or convertible securities had been fully exercised and converted (and the resulting securities fully converted into shares of Common Stock, if so convertible). Such reduction of the Conversion Value shall be made at the time such Dilutive Issuance is executed. e)

Stock Dividends and Stock Splits. If the CompanyCorporation, at any time while this Warrant Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company Corporation upon conversion of, or payment of interest a dividend on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the CompanyCorporation, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the CompanyCorporation) outstanding immediately before such event event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. If the Corporation, at any time while this Preferred Stock is outstanding, authorizes and issues an additional class of common or special stock, with dividend and voting rights at a ratio different than the existing class of Common Stock (the “New Common Stock”), then this Preferred Stock will automatically become convertible, at the election of the Holders, into shares of the New Common Stock at an adjusted Conversion Price proportional to the then-current Conversion Price multiplied by a fraction, the numerator of which shall be the number of votes per share of the class of New Common Stock, and the denominator of which shall be the number of votes per share of the existing class of Common Stock.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant Debenture is outstanding: (iA) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantsthis Debenture), provided that this clause (iiA) shall not apply to shares of Common Stock issued solely in connection with dividends required to be paid under the terms and conditions of the Series A Preferred Stock, provided that the terms of such Series A Preferred Stock shall not have been amended since the date of the Purchase Agreement; (B) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iiiC) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (ivD) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: Corporation shall after the Issue Date (iA) pays pay a stock dividend or otherwise makes make a distribution or distributions payable in Common Shares on any class of shares of Common Stock capital stock of the Corporation (excluding any Discounted Dividend Payment payable on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe WarrantsSeries "A" Preferred Shares pursuant to Section 7 hereof), (iiB) subdivides subdivide its outstanding shares of Common Stock Shares into a larger greater number of shares, (iiiC) combines (including by way of a reverse stock split) combine its outstanding shares of Common Stock Shares into a smaller number of shares or (ivD) issues, in the event of a reclassification of shares of the Common Stock, issue any shares of capital stock by reclassification of its Common Shares, the Company, then Conversion Price in effect at the Exercise Price shall be multiplied by a fraction opening of which business on the numerator shall be day following the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date fixed for the determination of stockholders entitled to receive such dividend or distribution and or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall become effective be adjusted so that the holder of any Series "A" Preferred Share thereafter surrendered for conversion shall be entitled to receive the number of Common Shares that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such Series "A" Preferred Shares been converted immediately after prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or re-classificationreclassification. An adjustment made pursuant to this subparagraph (g) shall become effective immediately upon the opening of business on the day next following the record date in the case of a dividend or distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification.

Stock Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe including the Warrants), ; (ii) subdivides outstanding shares of Common Stock into a larger number of shares, ; (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares; or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Stock Dividends and Stock Splits. If the Company, at any time from and after the Closing Date, while this Warrant Note is outstanding: (iA) pays shall pay a stock dividend or otherwise makes make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures or upon the exercise of any options or warrants, includingthe Warrantspursuant to this Note), (iiB) subdivides subdivide outstanding shares of Common Stock into a larger number of shares, (iiiC) combines combine (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares shares, or (ivD) issues, in the event of a issue by reclassification of shares of the Common Stock, Stock any shares of capital stock of the Company, then the Exercise Stated Conversion Price shall be multiplied adjusted to a new Stated Conversion Price determined by multiplying the Stated Conversion Price then in effect by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock (excluding, in each case, treasury shares, if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a3(d)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classificationre‑classification. For the avoidance of doubt, shares of Common Stock or Convertible Securities issued as a dividend on a class or series of capital stock other than Common Stock shall be subject to the provisions of Section 3(d)(ii) and not this Section 3(d)(i).