Common use of Adjustment for Other Distributions Clause in Contracts

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in In case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a), (c) or (bd) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), subsidiary or (y) shares of capital stock of a Subsidiary subsidiary of the Company (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Fair Market Price Value per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Fair Market Price Value per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its shares of Common Stock (xi) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "SubsidiarySUBSIDIARY"), or (yii) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (xi) and (yii) above, collectively, "AssetsASSETS"), then in each case the number of Warrant Shares that may be purchased thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares that could have been purchased theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share Per Share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share Per Share of Common Stock less the fair value value, as of such the record date for the determination of stockholders entitled to receive such distribution, of the portion of the Assets applicable to one share of Common Stock as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common StockCompany. Such adjustment shall be made whenever any such distribution is made, made and shall become effective on the date of distribution retroactive to the such record date for the determination of stockholders entitled to receive such distributiondate.

Adjustment for Other Distributions. Subject to paragraphs (fe) and (hg) below, in case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "SubsidiarySUBSIDIARY"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "AssetsASSETS"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (fa) and (h) below, in In case the Company shall distribute to all holders of its shares of Common Stock (xexcluding any distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary) any shares of any class of capital stock of the Company (other than Common Stock), of evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or of assets (other than Cash) or rights or warrants to subscribe for or purchase any corporation or other legal entity a majority of its securities (excluding those referred to in Section 1407 hereof) (any of the voting equity or equity interests of which are owned, directly or indirectly, by foregoing hereinafter in this Section 1408(a) called the Company (a "SubsidiaryDistributed Securities"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtednessthen, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant Conversion Rate shall be adjusted so that the same shall equal the Conversion Rate determined by multiplying the number Conversion Rate in effect immediately prior to the date of Warrant Shares theretofore purchasable upon the exercise of each Warrant such distribution by a fraction, fraction of which the numerator of which shall be the Current Market Price per share of the Common Stock on the record date of such distribution mentioned below, and the denominator of which shall be such Current the Market Price per share of the Common Stock on such record date less the fair market value as of on such record date (as determined reasonably and in good faith by the Board of Directors of the Company Company, whose determination shall be conclusive, and described in a certificate filed with the Trustee) of the portion of the Assets Distributed Securities so distributed applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive such distribution.such

Adjustment for Other Distributions. Subject If, after the date hereof, the ---------------------------------- Company distributes to paragraphs holders of its Common Stock any of its assets or debt securities or any rights, warrants, or options to purchase Common Stock of the Company, including securities or sh, but excluding (fi) distributions that would be permitted by the debt agreements (including dentures) and (hii) below, in case the Company shall distribute to all holders distributions of its shares of Common Capital Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs paragraph (a) and distributions rights, warrants or options referred to in paragraph (b), the Exercise Rate shall be adjusted in accordance with the formula: E = E x M --- M-F where: E = the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value, minus in case any other distribution has ----- occurred to which paragraph (a) above(iv) applies, with respect to which (i) the record date shall occur on or before the record date for the distribution to which this paragraph (c) applies and (ii) the Exdividend Time shall occur on or after the date of the Time of Determination for the distribution which this paragraph (c) applies, the fair market value (on the record date for the distribution to which this paragraph (c) applies) of any Capital Stock of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth distributed in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise respect of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock in such paragraph (a) (iv) distribution; d F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of such distribution and the denominator assets, securities, rights, warrants or options to be distributed in respect of which shall be such Current Market Price per each share of Common Stock less in the fair value as distribution to which this paragraph (c) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such record date as determined reasonably and in good faith by the cash distributed concurrently). The Board of Directors of the Company shall reasonably and in good faith determine by a board resolution, the fair market value of all property (other than cash) distributed for the portion purposes of the Assets applicable to one share of Common Stockthis paragraph (c). Such The adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination termination of stockholders entitled to receive the distributions to which this paragraph (c) applies. in the event that such distribution is not so made, the Exercise Rate shall again be used to be the Exercise Rate which would then be in effect if such record date had not been fixed. In the event that, with respect to any distribution to which this paragraph (c) would otherwise apply, "F" is equal to or greater than "M", then the adjustment provided by is paragraph (c) shall not be made and in lieu thereof the provisions of paragraph (h) shall apply to such distribution.

Adjustment for Other Distributions. Subject to paragraphs (fe) and (hg) below, in case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in In case the Company shall distribute to all holders of its shares of (i) make a dividend or other distribution on the Common Stock (x) evidences other than a distribution covered by any of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or ), (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (yc) of this Section 7), (ii) purchase --- --- --- --------- or otherwise acquire for value any shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets")Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of for which each Warrant may be exercised shall be determined by multiplying the number of Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution or the date of such purchase by a fraction, fraction (not less than one) of which the numerator of which shall be the Current Market Price per share (determined as provided in paragraph (f) of Common Stock this --- Section 7) on the date fixed for the determination of shareholders entitled to --------- receive such distribution on the date of such distribution purchase and the denominator of which shall be such Current Market Price per share minus the result obtained by dividing the aggregate amount of cash and the fair market value of any property distributed or paid to effect such distribution or repurchase, as the case may be, by the number of shares of Common Stock less outstanding immediately prior to the fair value as date fixed for the determination of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable shareholders entitled to one share of Common Stock. Such adjustment shall be made whenever any receive such distribution is made, and shall become effective on the date of such purchase; provided that, any particular adjustment of the number of -------- Warrant Shares pursuant to this paragraph (e) shall be of no force and effect if the Company pays in respect of a distribution retroactive or a purchase which gave rise to such adjustment to each Warrant holder, upon exercise of such Warrant holder's Warrant(s), an amount of consideration to which such Warrant holder would have been entitled in connection with such distribution or purchase had such Warrant holder exercised its Warrant(s) immediately prior to the record close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distributiondistribution or the date of such purchase.

Adjustment for Other Distributions. Subject If after the date hereof, the ---------------------------------- Company distributes to paragraphs holders of its Common Stock any of its assets or debt securities or any rights, warrants, or options to purchase Common Stock of the Company, including securities or cash, but excluding (fi) distributions that would be permitted by the debt agreements (including indentures) and (hii) belowdistributions of Capital Stock referred to in paragraph (a) and distributions of rights, warrants or options referred to in paragraph (b), the Exercise Rate shall be adjusted in accordance with the formula: E' E x M - M-F where: E' the adjusted Exercise Rate; E = the current Exercise Rate; M = the Current Market Value, minus, in case any other distribution has ----- occurred to which paragraph (a)(iv) applies, with respect to which (i) the Company record date shall distribute occur on or before the record date for the distribution to all holders of its shares of Common Stock which paragraph (xc) evidences of indebtedness applies and (ii) the Ex-Dividend Time shall occur on or assets (excluding cash dividends or distributions payable out after the date of the consolidated earnings or surplus legally available Time of Determination for such dividends or distributions and dividends or distributions referred the distribution to in paragraphs which this paragraph (ac) or applies, the fair market value (bon the record date for the distribution to which this paragraph (c) aboveapplies) of any Capital Stock of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth distributed in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise respect of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock in such paragraph (a)(iv) distribution; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of such distribution and the denominator assets, securities, rights, warrants or options to be distributed in respect of which shall be such Current Market Price per each share of Common Stock less in the fair value as distribution to which this paragraph (c) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such record date as determined reasonably and in good faith by the cash distributed concurrently). The Board of Directors of the Company shall reasonably and in good faith determine by a board resolution, the fair market value of all property (other than cash) distributed for the portion purposes of the Assets applicable to one share of Common Stockthis paragraph (c). Such The adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive the distributions to which this paragraph (c) applies. in the event that such distribution is not so made, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date had not been so fixed. In the event that, with respect to any distribution to which this paragraph (c) would otherwise apply, "F" is equal to or greater than "M", then the adjustment provided by this paragraph (c) shall not be made and in lieu thereof the provisions of paragraph (h) shall apply to such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in case If the Company shall distribute distributes to all holders of its shares of Common Stock (xi) any evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation of its subsidiaries, (ii) any cash or other legal entity a majority assets of the voting equity Company or equity interests any of which are owned, directly its subsidiaries (it being understood that this clause (ii) shall not apply to any dividend or indirectly, by the Company (a "Subsidiary"distribution referred to in Section 5.01(a)(iv)), or (yiii) shares any rights, options or warrants to acquire any of capital stock the foregoing or to acquire any other securities of a Subsidiary the Company (such evidences of indebtednessother than rights, assets and securities as set forth in clauses (x) and (yoptions or warrants with respect to which an adjustment shall have been made pursuant to Section 5.01(b) above, collectively, "Assets"), then the Exercise Rate shall be adjusted in each case accordance with the number formula: 19 -15- E' = E x M ---- M-F where: E' = the adjusted Exercise Rate; E = the Exercise Rate in effect on the record date referenced below; M = the Current Market Value; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of Warrant Shares thereafter purchasable upon the exercise assets, securities, rights, warrants or options to be distributed in respect of each Warrant share of Common Stock in the distribution to which this paragraph (c) is being applied (including, in the case of cash dividends or other cash distributions giving rise to an adjustment, all such cash distributed concurrently). The fair market value for purposes of this paragraph (c) of all property (other than cash) distributed shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stockan Independent Financial Advisor. Such The adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distribution retroactive to immediately after the record date for the determination of stockholders entitled to receive the distributions to which this paragraph (c) applies. In the event that such distributiondistribution is not so made, the Exercise Rate shall again be adjusted to be the Exercise Rate which would then be in effect if such record date had not been so fixed.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) ---------------------------------- below, in case the Company shall distribute to all holders of its shares of its outstanding Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such ---------- evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of ------ Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (fi) and (h) below, in In case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of its indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for net income of the Company earned after the date hereof (as described in accordance with generally accepted accounting principles as in effect immediately prior to such dividends or distributions event) and dividends or distributions referred to in paragraphs paragraph (a) above or (y) Rights (excluding those referred to in paragraph (b) above) or convertible, exchangeable or exercisable securities (collectively, "Convertible Securities") containing the right to subscribe for or purchase debt securities or assets or securities of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders shareholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in In case the Company shall distribute to all holders of its shares of (i) make a dividend or other distribution on the Common Stock (x) evidences other than a distribution covered by any of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or ), (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (yc) of this Section 11), or (ii) purchase or otherwise acquire for value any shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets")Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of for which each Warrant may be exercised shall be determined (and the Exercise Rate shall be appropriately adjusted) by multiplying the number of Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution or the date of such purchase by a fraction, fraction (not less than one) of which the numerator of which shall be the Current Market Price per share (determined as provided in paragraph (f) of Common Stock this Section 11) on the date fixed for the determination of shareholders entitled to receive such distribution on the date of such distribution purchase and the denominator of which shall be such Current Market Price per share minus the result obtained by dividing the aggregate amount of Common Stock less cash and the fair market value as of such record date (as determined reasonably and in good faith by the Board Board) of Directors any property distributed or paid to effect such distribution or repurchase, as the case may be, by the number of the Company of the portion of the Assets applicable to one share shares of Common Stock. Such adjustment shall be made whenever any Stock outstanding immediately prior to the date fixed for the determination of shareholders entitled to receive such distribution is made, and shall become effective on the date of such purchase; provided that, any particular adjustment of the number of Warrant Shares pursuant to this paragraph (e) shall be of no force and effect if the Company pays in respect of a distribution retroactive or a purchase which gave rise to such adjustment to each Warrant holder, upon exercise of such Warrant holder’s Warrant(s), an amount of consideration to which such Warrant holder would have been entitled in connection with such distribution or purchase had such Warrant holder exercised its Warrant(s) immediately prior to the record close of business on the date fixed for the determination of stockholders shareholders entitled to receive such distributiondistribution or the date of such purchase.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its shares of its outstanding Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs In case Holdings shall (fi) and (h) below, in case make a dividend or other distribution on the Company shall distribute to all holders of its shares of Common Stock (x) evidences other than a distribution covered by any of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or ), (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (yc) shares of capital stock this Section 11 and other than the Final Tax Distributions and the Estimated Tax Distributions made in accordance with Section 6.1 of a Subsidiary the Holdings Operating Agreement, to the extent permitted by the Credit Agreement (such evidences of indebtedness, assets and securities as set forth defined in clauses (xthe Purchase Agreement) and (y) above, collectively, "Assets"by the Purchase Agreement), (ii) purchase or otherwise acquire for value any units of Common Stock, then in each case the number of Warrant Shares thereafter purchasable upon the exercise of for which each Warrant may be exercised shall be determined by multiplying the number of Warrant Shares theretofore purchasable issuable upon the exercise of each such Warrant immediately prior to the close of business on the date fixed for the determination of unitholders entitled to receive such distribution or the date of such purchase by a fraction, fraction (not less than one) of which the numerator of which shall be the Current Market Price per share (determined as provided in paragraph (f) of Common Stock this Section 11) on the date fixed for the determination of unitholders entitled to receive such distribution on the date of such distribution purchase and the denominator of which shall be such Current Market Price per share minus the result obtained by dividing the aggregate amount of cash and the fair market value of any property distributed or paid to effect such distribution or repurchase, as the case may be, by the number of units of Common Stock less outstanding immediately prior to the fair value as date fixed for the determination of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable unitholders entitled to one share of Common Stock. Such adjustment shall be made whenever any receive such distribution is made, and shall become effective on the date of such purchase; provided that, any particular adjustment of the number of Warrant Shares pursuant to this paragraph (e) shall be of no force and effect if Holdings pays in respect of a distribution retroactive or a purchase which gave rise to such adjustment to each Warrant holder, upon exercise of such Warrant holder's Warrant(s), an amount of consideration to which such Warrant holder would have been entitled in connection with such distribution or purchase had such Warrant holder exercised its Warrant(s) immediately prior to the record close of business on the date fixed for the determination of stockholders unitholders entitled to receive such distributiondistribution or the date of such purchase.

Adjustment for Other Distributions. Subject to paragraphs (f) and (h) below, in case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a) or (b) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "SubsidiarySUBSIDIARY"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "AssetsASSETS"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be such Current Market Price per share of Common Stock less the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders entitled to receive such distribution.

Adjustment for Other Distributions. Subject to paragraphs (f) and (hparagraph 8(a)(6) below, in case the Company shall distribute to all holders of its shares of Common Stock (x) evidences of indebtedness or assets (excluding cash dividends or distributions payable out of the consolidated earnings or surplus legally available for such dividends or distributions and dividends or distributions referred to in paragraphs (a8(a)(1) or (b2) above) of the Company or any corporation or other legal entity a majority of the voting equity or equity interests of which are owned, directly or indirectly, by the Company (a "Subsidiary"), or (y) shares of capital stock of a Subsidiary (such evidences of indebtedness, assets and securities as set forth in clauses (x) and (y) above, collectively, "Assets"), then in each case the number of Warrant Shares thereafter purchasable upon the exercise of each a Warrant shall be determined by multiplying the number of Warrant Shares theretofore purchasable upon the exercise of each such Warrant by a fraction, the numerator of which shall be the Current Market Price per share of Common Stock on the date of such distribution and the denominator of which shall be the difference between (a) such Current Market Price per share of Common Stock less and (b) the fair value as of such record date as determined reasonably and in good faith by the Board of Directors of the Company of the portion of the Assets applicable to one share of Common Stock. 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 stockholders shareholders entitled to receive such distribution.