Common use of Certain Dividends and Distributions Clause in Contracts

Certain Dividends and Distributions. In the event that the Maker shall at any time or from time to time after the date hereof make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event that such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDED, HOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions.

Certain Dividends and Distributions. In the event that the Maker shall Company at ----------------------------------- any time or from time to time after the date hereof Determination Date shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, event the Conversion Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event that such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price then in effect by a fraction: (i1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; , and (ii2) the denominator of which shall be the sum of the total number of shares of Common Stock shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and plus the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDEDprovided, HOWEVERhowever, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions. Upon each such adjustment of the Purchase Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment.

Certain Dividends and Distributions. In the event that the Maker shall Company at any time or from time to time after the date hereof shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, event the Conversion Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event that such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Purchase Price then in effect by a fraction: (i1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; , and (ii2) the denominator of which shall be the sum of the total number of shares of Common Stock shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and plus the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDEDprovided, HOWEVERhowever, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion the Purchase Price shall be adjusted pursuant to this subsection paragraph as of the time of actual payment of such dividends or distributions. Upon each such adjustment of the Purchase Price, the holder of this Warrant shall thereafter be entitled to purchase, at the Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Purchase Price resulting from such adjustment.

Certain Dividends and Distributions. In the event that the Maker Borrower shall at any time or from time to time after the date hereof make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event that such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDEDprovided, HOWEVERhowever, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions.

Certain Dividends and Distributions. In the event that the Maker shall If at any time or from time to time after the date hereof First Tranche Closing Date the Corporation shall make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event, event the Conversion Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event that if such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (i1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; , and (ii2) the denominator of which shall be the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and plus the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDED. (3) Notwithstanding the foregoing, HOWEVER, that (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such the Conversion Price of each series of Preferred Stock shall be adjusted pursuant to this subsection Section 8(f)(ii) as of the time of actual payment of such dividends or distributions; and (b) no such adjustment shall be made if the Holders simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of such Series A Preferred Stock had been converted into Common Stock on the date of such event.

Certain Dividends and Distributions. In Except in a transaction of the event that type otherwise described in this Section 5, if the Maker shall Issuer, at any time while this Warrant is outstanding, shall pay a dividend in, or from time make any other distribution to time after the holders of one or more classes of its capital stock (without consideration therefor) of, shares of: (i) Common Stock, then (A) the Warrant Price shall be adjusted, at the date hereof make or issue, or fix the Issuer shall take a record date of the holders of the Issuer's Capital Stock for the determination purpose of holders of shares of Common Stock entitled to receive, a receiving such dividend or other distribution payable in additional shares of Common Stock(or if no such record is taken, then and in each such event, as at the Conversion Price then in effect shall be decreased as of the time date of such issuance orpayment or other distribution), in the event to that such a record date shall have been fixed, as of the close of business on such record date, price determined by multiplying the Conversion Warrant Price then in effect immediately prior to such record date (or if no such record is taken, then immediately prior to such payment or other distribution), by the product obtained by multiplying one thousand (1,000) times a fraction: : (i1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance dividend or the close of business on such record date; and distribution, and (ii2) the denominator of which shall be the sum total number of shares of Common Stock outstanding immediately after such dividend or distribution (plus in the event that the Issuer paid cash for fractional shares, the number of additional shares which would have been outstanding had the Issuer issued fractional shares in connection with said dividends); and (B) the aggregate number of shares of Warrant Stock on such date shall be adjusted by multiplying such aggregate number by the product obtained by multiplying one one-thousandth (.001) times a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to after such dividend or distribution (plus in the time event that the Issuer paid cash for fractional shares, the number of such issuance or additional shares which would have been outstanding had the close Issuer issued fractional shares in connection with said dividends), and (2) the denominator of business on such record date and which shall be the total number of shares of Common Stock issuable in payment of outstanding immediately prior to such dividend or distribution; PROVIDED(ii) Series B-1 Preferred Stock, HOWEVERthen (i) the Warrant Price shall be adjusted, at the date the Issuer shall take a record of the holders of the Issuer's Capital Stock for the purpose of receiving such dividend or other distribution (or if no such record is taken, as at the date of such payment or other distribution), to that if price determined by multiplying the Warrant Price in effect immediately prior to such record date (or if no such record is taken, then immediately prior to such payment or other distribution), by a fraction: (A) the numerator of which shall be the total number of shares of Series B-1 Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Series B-1 Preferred Stock outstanding immediately after such dividend or distribution (plus in the event that the Issuer paid cash for fractional shares, the number of additional shares which would have been fixed outstanding had the Issuer issued fractional shares in connection with said dividends); and such dividend is not fully paid or if such distribution is not fully made on (ii) the date fixed therefor, the Conversion Price shall be recomputed accordingly as aggregate number of the close shares of business Warrant Stock on such record date and thereafter such Conversion Price shall be adjusted pursuant by multiplying such aggregate number by a fraction: (A) the numerator of which shall be the total number of shares of Series B-1 Preferred Stock outstanding immediately after such dividend or distribution (plus in the event that the Issuer paid cash for fractional shares, the number of additional shares which would have been outstanding had the Issuer issued fractional shares in connection with said dividends), and (B) the denominator of which shall be the total number of shares of Series B-1 Preferred Stock outstanding immediately prior to this subsection as such dividend or distribution; or -6- (iii) Capital Stock that ranks pari passu with the Common Stock with respect to dividend rights and rights on liquidation, winding up or dissolution or that entitles the holder thereof to share with the holders of Common Stock in the distribution of dividends or any distributions in connection with the liquidation, winding up or dissolution of the time of actual payment Issuer ("Parity Stock"), then the adjustments contemplated by Section 5(b)(i) above shall be made as nearly as possible in the manner provided in such Section, with such changes as are necessary to account for the relative rights of such dividends or distributionsshares of Parity Stock in relation to the Common Stock, so as to protect the Holder against the effect of such diluting issuance.

Certain Dividends and Distributions. In the event that the Maker ----------------------------------- shall at any time or from time to time after the date hereof make or issue, or fix a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, the Conversion Price then in effect shall be decreased as of the time of such issuance or, in the event that such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDEDprovided, HOWEVERhowever, that if such record date shall have been fixed and such -------- ------- dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions.

Certain Dividends and Distributions. In If the event that the Maker shall Company at any time or from time to time after the date hereof make or issueEffective Date makes, or fix fixes a record date for the determination of holders of shares of Common Stock common stock entitled to receive, receive a dividend or other distribution payable in additional shares of Common Stockcommon stock, then and in each such event, event the Conversion number of shares of common stock subject to the Option shall be increased and the Exercise Price then in effect shall be decreased as of the time date of such issuance or, in the event that such a record date shall have been is fixed, as of the close of business on such record date, by by: (i) multiplying the Conversion Exercise Price then in effect by a fraction: fraction (i1) the numerator of which shall be is the total number of shares of Common Stock common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and , and (ii2) the denominator of which shall be the sum of the total number of shares of Common Stock common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date and plus the number of shares of Common Stock common stock issuable in payment of such dividend or distribution; PROVIDED, HOWEVER, that if and (ii) multiplying the number of shares of common stock subject to the Option by a fraction (1) the numerator of which is the total number of shares of common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of common stock issuable in payment of such dividend or distribution, and (2) the denominator of which shall have been be the total number of shares of common stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date. If, however, such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion number of shares of common stock subject to the Option and the Exercise Price thereof shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection (b) as of the time of actual payment of such dividends or distributions.

Certain Dividends and Distributions. In If the event that the Maker shall Company at any time or ----------------------------------- from time to time after the date hereof make or issueEffective Date makes, or fix fixes a record date for the determination of holders of shares of Common Stock entitled to receive, receive a dividend or other distribution payable in additional shares of Common Stock, then and in each such event, event the Conversion number of shares of Common Stock subject to the Option shall be increased and the Exercise Price then in effect shall be decreased as of the time date of such issuance or, in the event that such a record date shall have been is fixed, as of the close of business on such record date, by by: (i) multiplying the Conversion Exercise Price then in effect by a fraction: fraction (i1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; and (ii) multiplying the number of shares of Common Stock subject to the Option by a fraction (1) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (ii) the denominator of which shall be the sum of the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on . If, however, such record date and the number of shares of Common Stock issuable in payment of such dividend or distribution; PROVIDED, HOWEVER, that if such record date shall have been is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion number of shares of Common Stock subject to the Option and the Exercise Price thereof shall be recomputed accordingly as of the close of business on such record date and thereafter such Conversion Price shall be adjusted pursuant to this subsection (b) as of the time of actual payment of such dividends or distributions.