Common use of Certain Other Dividends and Distributions Clause in Contracts

Certain Other Dividends and Distributions. If after the date hereof the Company shall dividend or distribute to all holders of its shares of Common Stock any cash, shares of its securities, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire any of its securities (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged, but excluding any dividend or other distribution payable for which adjustment is made under Section 6(a) or Section 6(b)), then in each such case the Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined pursuant to the formula below. Such increase shall become effective at the close of business on the record for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, the number of Warrant Shares issuable upon exercise or conversion of each Warrant shall be readjusted, effective as of the date when the Board determines not to make such dividend or distribution, as the case may be, to be the number of Warrant Shares issuable upon exercise or conversion of each Warrant that would be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “D” (as defined below) is equal to or greater than “M” (as defined below), in lieu of the foregoing increase, each Holder of a Warrant shall receive, in respect of each Warrant, at the same time and upon the same terms as holders of the Common Stock receive the relevant distributed property, the amount and kind of distributed property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the number of shares of Common Stock issuable for each Warrant on the Ex-Date for the distribution. Ua = Ub x M Where: Ub = The number of shares of Common Stock issuable for each Warrant before the adjustment Ua = The number of shares of Common Stock issuable for each Warrant after the adjustment M = VWAP of one share of Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution D = Fair market value (as determined by the Board, whose determination shall be described in a statement filed with the Warrant Agent) of the dividend or distribution made per share of Common Stock as of such Ex-Date (determined for such purpose on the basis of the aggregate property distributed with respect to one share of Common Stock)

Certain Other Dividends and Distributions. If after the date hereof the Company shall dividend or distribute to all holders of its shares of Common Stock any cash, shares of its securities, evidences of its indebtedness, other assets or property of the Company (excluding cash) or rights, options or warrants to acquire any of its securities (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged, but excluding any dividend or other distribution payable for which adjustment is made under Section 6(a), Section 6(b) or Section 6(b6(c)), then in each such case the Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined pursuant to the formula below. Such increase shall become effective at the close of business on the record for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, the number of Warrant Shares issuable upon exercise or conversion of each Warrant shall be readjusted, effective as of the date when the Board determines not to make such dividend or distribution, as the case may be, to be the number of Warrant Shares issuable upon exercise or conversion of each Warrant that would be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “D” (as defined below) is equal to or greater than “M” (as defined below), in lieu of the foregoing increase, each Holder of a Warrant shall receive, in respect of each Warrant, at the same time and upon the same terms as holders of the Common Stock receive the relevant distributed property, the amount and kind of distributed property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the number of shares of Common Stock issuable for each Warrant on the Ex-Date for the distribution. Ua = Ub x × M Where: Ub = The number of shares of Common Stock Warrant Shares issuable for each Warrant before the adjustment Ua = The number of shares of Common Stock Warrant Shares issuable for each Warrant after the adjustment M = VWAP Fair Market Value of one share of Common Stock on the Trading Day immediately preceding the Ex-Date record date for such dividend or distribution D = Fair market value (as determined by the Board, whose determination shall be described in a statement filed with the Warrant Agent) Market Value of the dividend or distribution made per share of Common Stock as of such Ex-Date record date (determined for such purpose on the basis of the aggregate property distributed with respect to one share of Common Stock)