Common use of Distribution of Assets Clause in Contracts

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 77 and Section 8, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of this Note the Preferred Shares and assuming for such purpose that the Note Preferred Share was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common StockShares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock Shares acquirable upon complete conversion of this Note Debenture (without taking into account any limitations or restrictions on the convertibility of this Note Debenture and assuming for such purpose that the Note Debenture was converted at the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, Upon any distribution of cashassets of the Company in connection with any dissolution, stock winding up, liquidation or other securitiesreorganization of the Company (whether in bankruptcy, property insolvency or options receivership proceedings or upon an assignment for the benefit of creditors or otherwise), the holders of Senior Indebtedness shall first be entitled to receive payment in full in cash on the principal of (and premium, if any) and interest (including interest accruing subsequent to the commencement of such case or proceeding, whether or not a claim for post-petition interest is allowable in any such case or proceeding) on the Senior Indebtedness before the Holders of the Notes are entitled to receive any payment upon the principal of or interest on the Notes; and, upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets of the Company of any kind to which the Holders of the Notes would be entitled except for the provisions of this Article 1 shall be made by way the person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representatives or to the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any) and interest on the Senior Indebtedness held or represented by each, to the extent necessary to pay in full in cash Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness. If the Holders of the Notes, or any of them, shall fail to file a dividendproper claim in the form required in any proceeding referred to in the first paragraph of this Section 1.2, spin off, reclassification, corporate rearrangement, scheme prior to thirty (30) days before the expiration of arrangement or other similar transaction) (the “Distributions”)time to file such claim, then the Holder will be entitled holders of Senior Indebtedness are hereby authorized to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions file an appropriate claim for and on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as behalf of the applicable record date) immediately prior Holders of the Notes in the form required by any such proceeding. Upon any such dissolution, winding up, liquidation or reorganization, in the event that any payment or distribution of assets of the Company of any kind shall be received by the Holders of the Notes in payment of the Notes before all Senior Indebtedness is paid in full in cash, such payment or distribution shall be held in trust for the benefit of and shall be paid over to the date on holders of such Senior Indebtedness or their representative or to the trustee under any indenture under which a record any instruments evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to the Holders of such Senior Indebtedness. After all Senior Indebtedness is taken for such Distribution or, if no such record is takenpaid in full in cash and until the Notes are paid in full in cash, the date as Holders of which the record Notes shall be subrogated to the rights of the holders of Common Stock are Senior Indebtedness to be determined for such Distributions (provided, however, that receive payments or distributions of assets of the Company applicable to the Senior Indebtedness to the extent that payments or distributions otherwise payable to Holders of the Holder’s right Notes have been applied to participate in any such Distribution payment of Senior Indebtedness. A payment or distribution under this Article 1 to the holders of Senior Indebtedness which otherwise would result in have been made to Holders of the Holder Notes is not, as between the Company and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent Holders of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as Notes, a result of such Distribution (and beneficial ownership) to payment by the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made Company on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation)Senior Indebtedness.

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions distribution of its assets (or rights to acquire its assets) to any or all of the holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement rearrangement or other similar transaction) (the a “DistributionsDistribution”), then at any time after the issuance of this Warrant and while this Warrant is outstanding, then, then, in each such case, the Holder will shall be entitled to participate in such Distributions as Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion exercise of this Note Warrant (without taking into account regard to any limitations or restrictions on exercise hereof, including without limitation, the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateBeneficial Ownership Limitation) immediately prior to before the date on of which a record is taken for such Distribution Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distributions Distribution (provided, however, that that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum PercentageBeneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage any such excess (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum PercentageBeneficial Ownership Limitation, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any all or substantially all of the holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties its Affiliates exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties its Affiliates exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 6(a) on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions distribution of its assets (or rights to acquire its assets) to any or all of the holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement rearrangement or other similar transaction) (the a “DistributionsDistribution”), then at any time after the issuance of this Warrant and while this Warrant is outstanding, then, then, in each such case, the Holder will shall be entitled to participate in such Distributions as Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion exercise of this Note Warrant (without taking into account regard to any limitations or restrictions on exercise hereof, including without limitation, the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateBeneficial Ownership Limitation) immediately prior to before the date on of which a record is taken for such Distribution Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distributions Distribution (provided, however, that that, to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum PercentageBeneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage any such excess (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum PercentageBeneficial Ownership Limitation, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall shall, on or after the Subscription Date, declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, Options, evidence of Indebtedness or options any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”a "Distribution"), then the Holder will be entitled to such Distributions Distribution as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, options, evidence of indebtedness or options any other by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then at any time after the issuance of this Note, then, in each such case, the Holder will shall be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition If, prior to the Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, the Corporation or any adjustments pursuant to Section 7, if the Company of its subsidiaries shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock evidences of indebtedness or other securitiessecurities or assets, property or options by way any rights to acquire any of the foregoing, to holders of Common Stock (or to the holder, other than the Corporation, of the common stock of any such subsidiary), including any dividend or distribution in shares of capital stock of a dividendsubsidiary of the Corporation (collectively, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”a "Distribution"), then the Corporation shall give the Holder will written notice of such Distribution at least ten (10) Business Days prior to the effective date therefor, and the Holder shall have the option of either (A) receiving from the Corporation the assets that are the subject of such Distribution at the same time that the Corporation distributes such assets to the holders of Common Stock (or to the holders of the common stock of any such subsidiary), in which case the Holder shall be entitled to receive such Distributions as if assets in an amount equal to the amount of such assets that the Holder had held of the number of shares of Common Stock acquirable upon complete conversion of into which this Note (without taking into account any limitations or restrictions Debenture is convertible on the convertibility of this Note and assuming record date for such purpose that the Note was converted at Distribution would be entitled to receive (such number to be determined using the Conversion Price as in effect on such record date and without regard to any restriction or limitation on such conversion or exercise that might otherwise exist) or (B) for any Conversion occurring after the record date for such Distribution, requiring the Corporation to reduce the Conversion Price by an amount equal to the fair market value of the applicable record date) immediately prior assets so distributed with respect to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders each share of Common Stock are Stock, such fair market value to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in by an investment banking firm selected by the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution reasonably acceptable to the extent of Corporation, with the Maximum Percentage (and shall not be entitled to beneficial ownership cost of such shares of Common Stock as a result of such Distribution (and beneficial ownership) determination to be borne by the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation)Corporation.

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall shall, on or after the Subscription Date, declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, Options, evidence of Indebtedness or options any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the a “DistributionsDistribution”), then the Holder will be entitled to such Distributions Distribution as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance) to the same extent as if there had been no such limitation). Notwithstanding anything to the contrary contained in this Section 6(b), the Holder shall not be entitled to participate or otherwise receive any Distribution to the extent an adjustment to the Conversion Price is effected pursuant to Section 7 in respect of such Distribution.

Distribution of Assets. In addition to any adjustments pursuant to Section 78, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record datePreferred Shares) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 18 on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall shall, on or after the Subscription Date, declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, Options, evidence of Indebtedness or options any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the a “DistributionsDistribution”), then the Holder will be entitled to such Distributions Distribution as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 9.1 on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company Corporation shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as a holder of Preferred Stock, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Preferred Stock (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record datePreferred Stock) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 9 on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 76(a), if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 78 and 9, if the Company Corporation shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Series B, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Series B (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateSeries B) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 14 on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 78 and 9, if the Company Corporation shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record datePreferred Shares) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 14 on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section Sections 6 or 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Installment Conversion Price assuming an Installment Date as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section Sections 6(a) or 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common StockOrdinary Shares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock Ordinary Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Ordinary Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common StockShares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to receive such Distributions as of the date on which the related Distribution is made to holders of the Common Stock as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution Distributions would result in the Holder and the other Attribution Parties exceeding the Convertibility Maximum PercentagePercentage at any time when the Convertibility Restriction is applicable, then the Holder shall not be entitled to participate in such Distribution to such extent (or the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of any such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution to such extent shall be held in abeyance for the benefit of the Holder until the earlier of (i) such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Convertibility Maximum PercentagePercentage and (ii) such times as the Convertibility Restriction is no longer applicable, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) right to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “"Distributions”"), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, if applicable, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 6(a) on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common StockOrdinary Shares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock Ordinary Shares acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock Ordinary Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Ordinary Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section Sections 6(a) or 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 77(a) and Section 8, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if the such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note the Preferred Shares (without taking into account any limitations or restrictions on the convertibility of this Note the Preferred Shares and assuming for such purpose that the Note Preferred Share was converted at the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, then the such Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, Options, evidence of Indebtedness or options any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “"Distributions”"), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution rights (and any Distributions declared or made rights under this Section 7(a) on such initial Distribution rights or on any subsequent Distribution such rights to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 76, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder each Holder, as holders of Preferred Shares, will be entitled to such Distributions as if the such Holder had had held the number of shares of Common Stock acquirable upon complete conversion Per Share Equivalent Amount of this Note (without taking into account any limitations or restrictions on all the convertibility of this Note and assuming for Preferred Shares held by such purpose that Holder immediately prior to the Note was converted at the Conversion Price as of the applicable record date) date immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the such Holder’s right to participate in any such Distribution would result in the such Holder and the other Attribution Parties exceeding the Maximum Rights Percentage, then the such Holder shall not be entitled to participate in such Distribution to the extent in excess of the Maximum Rights Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the such extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the its other Attribution Parties exceeding the Maximum Rights Percentage, at which time or times the times, if any, such Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7‎6, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any all or substantially all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions Distributions, as and when actually made by the Company, as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note Security (without taking into account any limitations or restrictions on the convertibility of this Note Security (other than the Maximum Conversion Amount) and assuming for such purpose that the Note Security was converted at the Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation). The Company shall have the option to pay Distributions to the Holder in like kind as such Distributions are paid to holders of the Company’s Common Stock, or to pay such distributions in kind by increasing the Par Amount of this Security.

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if case the Company shall declare distribute to all or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or substantially all holders of shares its Shares evidences of Common Stockits indebtedness or assets excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributions referred to in subparagraphs (g)(i) and (g)(ii) above or rights, by way of return of capital options or otherwise (including without limitationwarrants, any distribution of cash, stock or other securities, property convertible or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement exchangeable securities containing the right to subscribe for or other similar transaction) (the “Distributions”)purchase Shares, then the Holder will be entitled to such Distributions as if the Holder had held in each case the number of shares Shares thereafter purchasable upon the exercise of Common Stock acquirable each Unit shall be determined by multiplying the number of Shares theretofore purchasable upon complete conversion the exercise of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record date) immediately prior to the date on which each Unit by a record is taken for such Distribution orfraction, if no such record is taken, the date as of which the numerator shall be the then current market price per Share (as determined in paragraph (o) below) on the date of such distribution, and of which the denominator shall be the then current market price per Share less the then fair value (as determined by the board of directors of the Company, acting reasonably) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one Share. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to the record date for the determination of shareholders entitled to receive such distribution. In the event of the distribution by the Company to all or substantially all of the holders of Common Stock are to be determined its Shares of shares of a subsidiary or securities convertible or exercisable for such Distributions (providedShares, then in lieu of an adjustment in the number of Shares purchasable upon the exercise or each Unit, the Holder of each Unit, upon the exercise thereof, shall receive from the Company, such subsidiary or both, as the Company shall reasonably determine, the shares or other securities to which such Holder would have been entitled if such Holder had exercised such Unit immediately prior thereto, all subject to further adjustment as provided herein, however, that to the extent that the Holder’s right to participate no adjustment in any respect of dividends or interest on such Distribution would result in the Holder and the Shares or other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution securities shall be held in abeyance for made during the benefit term of a Unit or upon the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation)exercise of a Unit.

Distribution of Assets. In addition Holders of unexercised Warrants are entitled to receive any adjustments pursuant to Section 7, if the Company shall declare or make any dividend dividends or other distributions of its the Company’s assets (or rights to acquire its assets) to any declared, made or all holders of shares of Common Stockpaid by the Company, by way of return of capital or otherwise (including including, without limitation, any distribution of cash, stock shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the a “DistributionsDistribution”), then at any time after the Holder will be entitled issuance of this Warrant, on the same basis as Distributions are declared or made to such Distributions as if the Holder had held holders of Common Stock pro rata based on the number of shares of Common Stock acquirable upon complete conversion of this Note for which such Warrants are exercisable (without taking into account whether or not currently exercisable and disregarding any limitations or restrictions on exercise, including, without limitation, the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateMaximum Percentage) immediately prior to before the date on of which a record is taken for such Distribution Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distributions Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such any shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage). Except as otherwise set forth herein, at which time unless otherwise entitled to such rights as holders of other securities, holders of unexercised Warrants are not entitled to (i) receive notice of, or times vote at, any meeting of the Holder shall be granted such Distribution shareholders of the Company, (and ii) consent to any Distributions declared action of the shareholders of the Company, (iii) receive notice of any other proceedings of the Company, except as otherwise specifically provided in this Agreement, (iv) exercise any preemptive right or made on such initial Distribution or on (v) exercise any subsequent Distribution held similarly in abeyance) to other rights whatsoever as shareholders of the same extent as if there had been no such limitation)Company.

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common StockShares, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then the Holder will be entitled to such Distributions as if the Holder had held the number of shares of Common Stock Shares acquirable upon complete conversion of this Note (assuming a conversion at the Alternate Triggering Event Conversion Price then in effect and without taking into account any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateNote) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

Distribution of Assets. In addition to any adjustments pursuant to Section 7, if If the Company shall declare or make any dividend or other distributions of its assets (or rights to acquire its assets) to any or all holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation, any distribution of cash, stock or other securities, property property, options, evidence of indebtedness or options any other by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”), then at any time after the issuance of the Right , then, in each such case, the Holder will shall be entitled to such Distributions as if the Holder had held the number of shares of Common Stock acquirable upon complete conversion exercise in full of this Note Right (without taking into account any limitations or restrictions on the convertibility exercisability of this Note and assuming for such purpose that the Note was converted at the Conversion Price as of the applicable record dateRight) immediately prior to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for such Distributions (provided, however, that to the extent that the Holder’s 's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the such extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excessextent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution to be held similarly in abeyance) to the same extent as if there had been no such limitation).