Common use of Certain Repurchases of Common Stock Clause in Contracts

Certain Repurchases of Common Stock. In case the Corporation effects a Pro Rata Repurchase of Common Stock, then the Conversion Price shall be reduced to the price determined by multiplying the Conversion Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction, the numerator of which shall be (x) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at such effective date MULTIPLIED by (y) the lesser of the Conversion Price and the Fair Market Value per share immediately prior to such Pro Rata Repurchase, and the denominator of which shall be the sum of (x) the fair market value of the aggregate consideration payable to stockholders based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of such effective date (the shares deemed so accepted, up to any maximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at such effective date and the lesser of the Conversion Price and the Fair Market Value per share immediately prior to such Pro Rata Repurchase, such reduction to become effective immediately prior to the opening of business on the day following such effective date. The foregoing notwithstanding, no increase in the Conversion Price shall be made pursuant to this PARAGRAPH (g)(iii)(C).

Certain Repurchases of Common Stock. In case the Corporation Company effects a Pro Rata Repurchase of Common Stock, then the Conversion Exercise Price shall be reduced to the price determined by multiplying the Conversion Exercise Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction, the numerator of which shall be (x) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at such effective date MULTIPLIED by (y) the lesser of the Conversion Exercise Price and the Fair Market Value per share immediately prior to such Pro Rata Repurchase, and the denominator of which shall be the sum of (x) the fair market value of the aggregate consideration payable to stockholders based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of such effective date (the shares deemed so accepted, up to any maximum, being referred to as the "PURCHASED SHARES") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) at such effective date and the lesser of the Conversion Exercise Price and the Fair Market Value per share immediately prior to such Pro Rata Repurchase, such reduction to become effective immediately prior to the opening of business on the day following such effective date. The foregoing notwithstanding, no increase in the Conversion Exercise Price shall be made pursuant to this PARAGRAPH (g)(iii)(C)SECTION 4.4.

Certain Repurchases of Common Stock. In case the Corporation effects a Pro Rata Repurchase of Common Stock which involves the payment by the Corporation of consideration per share of Common Stock that exceeds the current Market Price per share of Common Stock on the trading day next succeeding such effective date (provided that if the consideration is not cash, its fair market value shall be determined by a firm of independent public accountants or an independent appraiser, in each case, of recognized national standing selected by the Board of Directors and approved by holders of a majority of the outstanding shares of Series A Preferred Stock), then the Mandatory Conversion Price shall be reduced to the price determined by multiplying the Mandatory Conversion Price in effect immediately prior to the effective date of such Pro Rata Repurchase by a fraction, fraction of which the numerator of which shall be (x) the product of (1) the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at such effective date MULTIPLIED date, multiplied by (2) the Market Price per share of Common Stock on the trading day next succeeding such effective date, and (y) the lesser of the Conversion Price and the Fair Market Value per share immediately prior to such Pro Rata Repurchase, and the denominator of which shall be the sum of (x1) the fair market value of the aggregate consideration payable to stockholders shareholders based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of such effective date (the shares deemed so accepted, up to any maximum, being referred to as the "PURCHASED SHARES") “Purchased Shares” and (y2) the product of (A) the number of shares of Common Stock outstanding (less any Purchased Shares) at such effective date and (B) the lesser of the Conversion Market Price and the Fair Market Value per share immediately prior to of Common Stock on the trading day next succeeding such Pro Rata Repurchaseeffective date, such reduction to become effective immediately prior to the opening of business on the day following such effective date. The foregoing notwithstanding, no increase in the Conversion Price shall be made pursuant to this PARAGRAPH (g)(iii)(C).