Common use of Distribution Transaction Clause in Contracts

Distribution Transaction. The Company effects a Distribution Transaction, in which case the Conversion Price in effect immediately prior to the effective date of the Distribution Transaction shall be adjusted based on the following formula: CP1 = CP0 x [MP0 / (FMV + MP0)] where, CP0 = the Conversion Price in effect immediately prior to the close of business on the effective date of the Distribution Transaction; CP1 = the new Conversion Price in effect immediately after the close of business on the effective date of the Distribution Transaction; FMV = the volume-weighted average price for a share of the capital stock or other interest distributed to holders of Common Stock on the principal United States securities exchange or automated quotation system on which such capital stock or other interest trades, as reported by Bloomberg (or, if Bloomberg ceases to publish such price, any successor service chosen by the Company) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one (1) share of such capital stock or other interest on such Trading Day determined, using a volume-weighted average method, as mutually agreed between the Company and the Holders of a majority of the Series A Preferred Stock or, in the absence of such agreement, as determined by an Independent Financial Advisor retained for such purpose by the Company), for each of the ten (10) consecutive full Trading Days commencing with, and including, the effective date of the Distribution Transaction; and MP0 = the VWAP per share of Common Stock for the ten (10) consecutive full Trading Days commencing on, and including, the effective date of the Distribution Transaction. Such adjustment shall become effective immediately following the close of business on the effective date of the Distribution Transaction. If an adjustment to the Conversion Price is required under this Section 11(a)(iii), delivery of any additional shares of Common Stock that may be deliverable upon conversion as a result of an adjustment required under this Section 11(a)(iii) shall be delayed only to the extent necessary in order to complete the calculations provided for in this Section 11(a)(iii).