Common use of Stock Splits; Dividends; Adjustments; Reorganizations Clause in Contracts

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a larger number of shares, (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "Affected Conversion Price") shall refer to the Conversion Price. In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock at a per share of Common Stock selling price ("Per Share Selling Price") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. Notwithstanding the foregoing, this provision shall not apply to shares or options issued or which may be issued pursuant to (i) the Company's current or future employee, director or bona fide consultant option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, (ii) strategic corporate alliances not undertaken principally for financing purposes, (iii) arrangements with the Holder or (iv) acquisitions of other entities by the Company. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities.

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a larger number of shares, (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "Affected Conversion Price") shall refer to to: (i) the Conversion Price; and (ii) each Market Price for Shares of Common Stock occurring on any Trading Day included in the Pricing Period, which Trading Day occurred before the record date in the case of events referred to in clause (i) of this Section 7(a) and the effective date in the case of the events referred to in clauses (ii) and (iii) of this Section 7(a). In the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock at a per share of Common Stock selling price ("Per Share Selling Price") which is less than the Conversion Price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. Notwithstanding the foregoing, this provision shall not apply to shares or options issued or which may be issued pursuant to (i) the Company's current or future employee, director or bona fide consultant option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under the Exchange Act, (ii) strategic corporate alliances not undertaken principally for financing purposes, (iii) arrangements with the Holder or (iv) acquisitions of other entities by the Company. For the purposes of the foregoing adjustment, in the case of the issuance of any convertible securities, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock ("Convertible Securities"), the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities.

Stock Splits; Dividends; Adjustments; Reorganizations. (a) If the Company, at any time while the Debentures are outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including investments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock into a larger number of shares, (iii) combine outstanding shares of Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 7(a8(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of an issuance, a subdivision or a combination. As used herein, the Affected Conversion Prices (each an "Affected Conversion PriceAFFECTED CONVERSION PRICE") shall refer to to: (v) the Conversion Price. In ; (w) the event that the Company issues or sells any Common Stock or securities which are convertible into or exchangeable Initial Conversion Price; (x) each Market Price for its Common Stock, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock at a per share Shares of Common Stock selling price ("Per Share Selling Price") which is less than the Conversion Price occurring on the any Trading Day next preceding included in the Reset Pricing Period, provided that such issue or sale or, Trading Day occurred before the record date in the case of issuances events referred to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights or options (the "Adjustment Date"), then the Conversion Price per share shall be adjusted downward to equal such lower Per Share Selling Price effective concurrently with such issue or sale. Notwithstanding the foregoing, this provision shall not apply to shares or options issued or which may be issued pursuant to (i) the Company's current or future employee, director or bona fide consultant option plans or shares issued upon exercise of options, warrants or rights outstanding on the date of the Agreement and listed in the Company's most recent periodic report filed under immediately preceding paragraph and the Exchange Act, (ii) strategic corporate alliances not undertaken principally for financing purposes, (iii) arrangements with the Holder or (iv) acquisitions of other entities by the Company. For the purposes of the foregoing adjustment, effective date in the case of the issuance events referred to in clauses (ii) and (iii) of any convertible securitiesthe immediately preceding paragraph (collectively, warrants, options or other rights to subscribe for or to purchase or exchange for, shares of Common Stock (the "Convertible SecuritiesRELEVANT EVENT"); (y) the VWAP on each Trading Day used to determine any conversion price hereunder, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be issued and outstanding based upon a Per Share Selling Price equal to the lowest price at which Common Stock can be acquired pursuant to the Convertible Securities, in each case provided that no further adjustment shall be made upon such Trading Day occurred before the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible SecuritiesRelevant Event; and (z) the Closing Price.