Common use of Certain Dividends Clause in Contracts

Certain Dividends. In case the Company shall declare a dividend ----------------- upon the Common Stock payable otherwise than out of earnings or retained earnings and otherwise than in Common Stock, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the declaration of such dividend by a fraction, the numerator of which shall be the current Market Price per share of Common Stock, on such date, less the fair market value, as determined by the Board of Directors of the Company, whose determination shall be conclusive, of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options or warrants applicable to one share of Common Stock, and of which the denominator shall be such current Market Price per share of Common Stock. For the purposes of the foregoing, a dividend other than in cash shall be considered payable out of earnings or retained earnings only to the extent that such earnings or retained earnings are charged an amount equal to the value of such dividend as determined by the Board of Directors of the Company. Such reductions shall take effect as of the date on which a record is taken for the purpose of such dividend, or, if a record is not taken, the date as of which the holders of Common Stock or record entitled to such dividend are to be determined.