Common use of Certain Dividends Clause in Contracts

Certain Dividends. In case the Company shall (a) pay a dividend or make a distribution of shares of its capital stock other than shares of Common Stock (excluding (i) distributions relating to subdivisions and combinations covered by Section 2.2, (ii) distributions relating to reclassifications, changes, consolidations, mergers, sales or conveyances covered by Section 2.3 and (iii) rights, warrants or options to purchase or subscribe for shares of Common Stock or Convertible Securities); or (b) pay a dividend or make a distribution in cash or property other than capital stock of the Company (excluding dividends or distributions payable in cash out of the current year's or retained earnings of the Company), then the Exercise Price shall be adjusted to a price determined by subtracting from the Exercise Price in effect immediately prior to the record date (described below) by an amount equal to a fraction, the numerator of which shall be equal to (x) the fair market value of such dividend or distribution (as determined by the Board of Directors of the Company in good faith) as of such record date, and the denominator of which shall be equal to the total number of shares of Common Stock then outstanding on the record date. Such adjustment shall be made whenever any such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution. There shall be no adjustment to the number of Warrant Shares subject to purchase upon exercise of this Warrant pursuant to this Section 2.4.