Common use of Special Distribution Clause in Contracts

Special Distribution. If prior to the Time of Expiry the Company shall issue or distribute to all or to substantially all the holders of the shares: (i) securities of the Company including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares or property or assets and including evidences of its indebtedness; or (ii) any property or other assets; and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Warrant Exercise Price per Warrant Share shall be adjusted effective immediately after the record date at which the holders of affected shares are determined for purposes of the Special Distribution to a price determined by multiplying the Warrant Exercise Price in effect on such record date by a fraction: (iii) the numerator of which shall be: A. the product of the number of shares outstanding on such record date and the Current Market Price of the shares on such record date; less B. the excess, if any, of (1) the fair market value on such record date, as determined by action by the Directors (whose determination shall be conclusive), to the holders of the shares of such securities or property or other assets so issued or distributed in the Special Distribution over (2) the fair market value of the consideration received therefor by the Company from the holders of the shares, as determined by action by the Directors (whose determination shall be conclusive); and (iv) the denominator of which shall be the number of shares outstanding on such record date multiplied by the Current Market Price of the shares on such record date.

Special Distribution. If prior to the Time of Expiry the Company Issuer shall --------------------- issue or distribute to all or to substantially all the holders of the shares: (i) securities of the Company Issuer including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares or property or assets and including evidences of its indebtedness; or (ii) any property or other assets; and if such issuance or distribution does not constitute Dividends Paid in the Ordinary Course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “"Special Distribution”"), the Warrant Exercise Price per Warrant Share shall be adjusted effective immediately after the record date at which the holders of affected shares are determined for purposes of the Special Distribution to a price determined by multiplying the Warrant Exercise Price in effect on such record date by a fraction: (iii) the numerator of which shall be: A. the product of the number of shares outstanding on such record date and the Current Market Price of the shares on such record date; less B. the excess, if any, of (1) the fair market value on such record date, as determined by action by the Directors (whose determination shall be conclusive), to the holders of the shares of such securities or property or other assets so issued or distributed in the Special Distribution over (2) the fair market value of the consideration received therefor by the Company Issuer from the holders of the shares, as determined by action by the Directors (whose determination shall be conclusive); and (iv) the denominator of which shall be the number of shares outstanding on such record date multiplied by the Current Market Price of the shares on such record date.

Special Distribution. If prior to and whenever during the Time of Expiry Exercise Period the Company Corporation shall issue or distribute to all or to substantially all the holders of the sharesShares: (i) securities of the Company Corporation including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares or cash, property or assets and including evidences of its indebtedness; , or (ii) any cash, property or other assets; , and if such issuance or distribution does not constitute Dividends Paid dividends paid in the Ordinary Courseordinary course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), the Warrant Exercise Price per Warrant Share shall will be adjusted effective adjusted, subject to a minimum Exercise Price equal to the Current Market Price on the date hereof, immediately after the such record date at which so that it will equal the holders of affected shares are determined for purposes of the Special Distribution to a price rate determined by multiplying the Warrant Exercise Price in effect on such record date by a fraction: (iii) , of which the numerator of which shall be: A. the product of the number of shares outstanding on such record date and the Current Market Price of the shares on such record date; less B. the excess, if any, of (1) the fair market value on such record date, as determined by action by the Directors (whose determination shall be conclusive), to the holders of the shares of such securities or property or other assets so issued or distributed in the Special Distribution over (2) the fair market value of the consideration received therefor by the Company from the holders of the shares, as determined by action by the Directors (whose determination shall be conclusive); and (iv) the denominator of which shall be the total number of shares Shares outstanding on such record date multiplied by the Current Market Price on the earlier of such record date and the date on which the Corporation announces its intention to make such distribution, less the aggregate fair market value (as determined by the directors, acting reasonably, at the time such distribution is authorized) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the denominator shall be the total number of Shares outstanding on such record datedate multiplied by such Current Market Price and the number of Shares to be issued by the Corporation under the Warrants shall, at the time of exercise, be appropriately adjusted.