Common use of Subscription Rights Clause in Contracts

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafter.

Subscription Rights. If the Company, at any time while this ------------------- Warrant Debenture is outstanding, shall distribute fix a record date for the distribution to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security securities entitling them to subscribe for or for, purchase, convert to, exchange for or to otherwise acquire any security (excluding those referred to in paragraphs 6(aSections 4.5(a) and (b) above), then in each such case the Exercise Conversion Price at which the Warrant Debenture shall thereafter be exercisable shall be determined by multiplying the Exercise Conversion Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner of the WarrantHolder; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of its Common Stock of evidence of its indebtedness or assets or rights, options, warrants or other security securities entitling them to subscribe for or purchase, convert tointo, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(aSections 7(a) and (b) above), then in each such case the Exercise Price at which the this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the such record date of such distribution by a fraction, the denominator numerator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or assets, evidence of indebtedness indebtedness, rights, options, warrants or other securities so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Per Share Market Value as of such record date; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner registered owners of a majority of the WarrantWarrants and Underlying Shares then outstanding; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications qualifications, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in paragraphs 6(a) and (b) above)) and similar rights are not concurrently distributed to the Registered Owner, then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an one Appraiser selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same similar qualifications in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the date of such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafter.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a7(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of its Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security securities entitling them to subscribe for or purchase, convert tointo, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(aSections 7(a) and (b) above), then in each such case the Exercise Price at which the this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the such record date of such distribution by a fraction, the denominator numerator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or assets, evidence of indebtedness indebtedness, rights, options, warrants or other securities so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Per Share Market Value as of such record date; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by the Registered Owner registered owners of a majority of the WarrantWarrants and Underlying Shares then outstanding; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications qualifications, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in paragraphs 6(a) and (b) above)) and similar rights are not concurrently distributed to the Registered Owner, then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) ------- of ------- the net assets of the Company, such fair market value shall be determined by an one Appraiser selected in good faith by the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- the determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same similar qualifications in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstandingafter the Issuance Date, shall distribute to all of the holders of Common Stock evidence evidences of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in paragraphs 6(a7(a) and (b) above), then in each such case the Exercise Conversion Price at which the Warrant Preferred Stock shall thereafter be exercisable convertible shall be determined by multiplying the Exercise Conversion Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an Appraiser "Appraiser") selected in good faith by the Registered Owner Holders of the WarrantPreferred Stock; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications qualifications, in which case the fair market value shall be equal to the average of the determinations by each such Appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding -------- ------- ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by accordance with the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such AppraiserAppraisal Procedure. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a -------- ------- distribution exceeding ten percent (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by accordance with the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such AppraiserAppraisal Procedure. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.

Subscription Rights. If the Company, at any time while this ------------------- Warrant is outstanding, shall distribute fix a record date for the distribution to all of the holders of Common Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in paragraphs 6(a) and (b) above), then in each such case the Exercise Price at which the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith; provided, -------- however, that in the event of a distribution exceeding ten percent -------- ------- (10%) of ------- the net assets of the Company, such fair market value shall be determined by an Appraiser selected in good faith by accordance with the Registered Owner of the Warrant; and provided, further, that the Company, after receipt of the -------- ------- determination by such Appraiser shall have the right to select in good faith an additional Appraiser meeting the same qualifications in which case the fair market value shall be equal to the average of the determinations by each such AppraiserAppraisal Procedure. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately thereafterafter the record date mentioned above.