Common use of Common Stock Distribution Clause in Contracts

Common Stock Distribution. (a) If the Company shall, before the Loan Liquidation Date, issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, being herein called a “Common Stock Distribution”), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant shall be reduced to a price determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) immediately prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company in such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined), and (B) the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) immediately prior to such Common Stock Distribution, plus (2) the number of shares of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock Distribution. The provisions of this paragraph (a) shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (a) If In the event the Company shall, before at any time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell or otherwise sell or distribute (including by way of deemed distributions pursuant to paragraphs (c) and (d) below) any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to (A) a Common Stock Reorganization Change of Shares, (B) the exercise or Stock Dividend conversion, as the case may be, of any Option, Convertible Security (each as defined in paragraph (c) below) or Warrant) or (C) Section 6(b) of the Company's Senior Notes due 2002 (any such event, including any deemed distributions described in paragraphs (c) and (d), being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price current market price per share of Common Stock (as defined in effect paragraph (f) below), on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant shall be reduced to a the price (calculated to the nearest 1,000th of one cent) determined by multiplying such the Exercise Price in effect immediately prior to such Common Stock Distribution by a fraction, (A) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding (or deemed to be outstandingexclusive of any treasury shares) immediately prior to such Common Stock Distribution multiplied by the current market price per share of Common Stock on the date of such Common Stock Distribution, plus (2ii) the consideration, if any, received by the Company upon such Common Stock Distribution, and the denominator of which shall be the product of (A) the total number of shares of Common Stock issued and outstanding immediately after such Common Stock Distribution multiplied by (B) the current market price per share of Common Stock on the date of such Common Stock Distribution. If any Common Stock Distribution shall require an adjustment to the Exercise Price pursuant to the foregoing provisions of this paragraph (b), including by operation of paragraph (c) or (d) below, then, effective at the time such adjustment is made, the number of shares of Common Stock which purchasable upon the aggregate consideration received exercise of this Warrant shall be increased to a number determined by multiplying the Company in number of shares so purchasable immediately prior to such Common Stock Distribution would purchase at by a fraction, the numerator of which shall be the Exercise Price (as hereinafter defined), in effect immediately prior to such adjustment and (B) the denominator of which shall be (1) the number of shares of Exercise Price in effect immediately after such adjustment. In computing adjustments under this paragraph, fractional interests in Common Stock outstanding (or deemed shall be taken into account to be outstanding) immediately prior to such Common Stock Distribution, plus (2) the number nearest 1,000th of shares of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock Distributiona share. The provisions of this paragraph (ab), including by operation of paragraph (c) or (d) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase purchasable upon the exercise of this Warrant, except by operation of paragraph (j) or (k) below.

Common Stock Distribution. (a) If the Company shall, before shall after the Loan Liquidation Date, date of issuance of this Warrant issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (b) and (c) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for each number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and (c) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such the Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (a), including by operation of paragraph (b) or (c) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (a) If the Company shallIssuer shall issue, before the Loan Liquidation Date, issue sell or otherwise sell or distribute any shares of Common Stockcommon stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to a Common Stock Reorganization or Stock Dividend (which is governed by subsection (a) hereof) (any such event, including any event described in subsections (c) and (d) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per Share of Common Stock on the date of such Common Stock Distributionissuance, sale or distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant shall be reduced reduced, to a the price determined by multiplying such Exercise Price by a fraction, dividing (A) an amount equal to the numerator sum of which shall be (1) the number of shares of common stock outstanding immediately prior to such Common Stock outstanding Distribution (or deemed to be outstandingcalculated on a fully-diluted basis) multiplied by the Exercise Price immediately prior to such Common Stock Distribution, plus (2) the consideration, if any, received by the Issuer upon such Common Stock Distribution by (B) the total number of shares of Common Stock which the aggregate consideration received by the Company in such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined), and (B) the denominator of which shall be (1) the number of shares of Common Stock common stock outstanding (or deemed to be outstanding) immediately prior to after such Common Stock Distribution, plus (2) the number of shares of such additional stock so issued or sold (or deemed issued or sold) in the . If any Common Stock Distribution. The Distribution shall require an adjustment to the Exercise Price pursuant to the foregoing provisions of this paragraph subsection (ab), including by operation of subsection (c) shall not operate to increase or (d) below, then, effective at the Exercise Price or to reduce time such adjustment is made, the number of shares of Common Stock subject to purchase upon exercise of this WarrantWarrant Certificate shall be increased to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Distribution by a fraction, the numerator of which shall be the number of shares of common stock outstanding immediately after giving effect to such Common Stock Distribution and the denominator of which shall be the sum of the number of shares outstanding immediately before giving effect to such Common Stock Distribution (both calculated on a fully-diluted basis) plus the number of shares of common stock which the aggregate consideration received by the Issuer with respect to such Common Stock Distribution would purchase at a price equal to the Exercise Price immediately prior to such Common Stock Distribution.

Common Stock Distribution. (a) If the Company shall, before shall after the Loan Liquidation Date, date of issuance of this Warrant issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (b) and (c) below, being herein called a “Common Stock Distribution”"COMMON STOCK DISTRIBUTION"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for each number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and (c) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such the Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (a), including by operation of paragraph (b) or (c) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (a) If the Company shall, before at any time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell or otherwise sell or distribute (including by way of deemed distributions pursuant to paragraphs (c) and (d) below) any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to (A) a Common Stock Reorganization Change of Shares or Stock Dividend (B) the exercise or conversion, as the case may be, of any Option, Convertible Security (each as defined in paragraph (c) below) or Warrant issued after the date of this Warrant) (any such event, including any deemed distributions described in paragraphs (c) and (d), being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the greater of the Exercise Price or the Market Dilution Price in effect on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant affected series of Warrants shall be reduced to a the price (calculated to the nearest 100th of one cent) determined by multiplying such the Exercise Price in effect immediately prior to such Common Stock Distribution by a fraction that is the lesser (arithmetically nearer to zero) of the following two fractions: (i) a fraction, (A) the numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding (or deemed exclusive of any treasury shares) immediately prior to be outstanding) such Common Stock Distribution multiplied by the Current Market Price in effect immediately prior to such Common Stock Distribution, plus (2B) the consideration, if any, received by the Company upon such Common Stock Distribution, and the denominator of which shall be the product of (C) the total number of shares of Common Stock which the aggregate consideration received by the Company in issued and outstanding immediately after such Common Stock Distribution would purchase at multiplied by (D) the Exercise Current Market Price (as hereinafter defined), in effect immediately prior to such Common Stock Distribution and (Bii) a fraction, the denominator numerator of which shall be the sum of (1A) the number of shares of Common Stock outstanding (or deemed exclusive of any treasury shares) immediately prior to be outstanding) such Common Stock Distribution multiplied by the Exercise Price in effect immediately prior to such Common Stock Distribution, plus (2B) the number of shares of consideration, if any, received by the Company upon such additional stock so issued or sold (or deemed issued or sold) in the Common Stock Distribution. The provisions , and the denominator of this paragraph which shall be the product of (aC) shall not operate to increase the Exercise Price or to reduce the total number of shares of Common Stock subject issued and outstanding immediately after such Common Stock Distribution multiplied by (D) the Exercise Price in effect immediately prior to purchase upon exercise of this Warrantsuch Common Stock Distribution.

Common Stock Distribution. (a) If In the event the Company shall, before at any time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell, or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to a Common Stock Reorganization Change of Shares or Stock Dividend the exercise of any Option, Convertible Security (each as defined in paragraph (c) and (d) below), or Warrant (any such eventevent including any event described in paragraphs (c) and (d) below), being herein called a “"Common Stock Distribution”), if such Common Stock Distribution shall be ") for a consideration per share less than the Exercise Price current market price per share of Common Stock (as defined in effect paragraph (f) below) on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant shall be reduced to a the price (calculated to the nearest 1,000th of one cent) determined by multiplying such the Exercise Price in effect immediately prior to such Common Stock Distribution by a fraction, (A) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding (or deemed to be outstandingexclusive of any treasury shares) immediately prior to such Common Stock Distribution multiplied by the current market price per share of Common Stock on the date of such Common Stock Distribution, plus (2ii) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in upon such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined)Distribution, and (B) the denominator of which shall be the product of (1A) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately after such Common Stock Distribution multiplied by (B) the current market price per share of Common Stock on the date of such Common Stock Distribution. If any Common Stock Distribution shall require an adjustment of the Exercise Price pursuant to the foregoing provisions of this paragraph (b), including by operation of paragraph (c) or deemed (d) below, then, effective at the time such adjustment is made, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be increased to be outstanding) a number determined by multiplying the number of such shares so purchasable immediately prior to such Common Stock DistributionDistribution by a fraction, plus (2) the number numerator of shares which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price in effect immediately after such additional stock so issued or sold (or deemed issued or sold) adjustment. In computing adjustments under this paragraph, fractional interests in the Common Stock Distributionshall be taken into account to the nearest 1,000th of a share. The provisions of this paragraph (ab), including by operation of paragraph (c) or (d) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase purchasable upon the exercise of this Warrant.

Common Stock Distribution. (a) If the Company shall, before shall after the Loan Liquidation Date, date of issuance of this Warrant issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (b) and (c) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for each number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and (c) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (a), including by operation of paragraph (b) or (c) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (ai) If Subject to the last sentence of this paragraph, if the Company shall, before shall after the Loan Liquidation Date, date hereof issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (ii) and (iii) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for number of shares of Common Stock purchasable upon exercise of each Warrant of the Options respectively shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of each of the Options by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (ii) and (iii) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the exercise price for each of the Options shall be adjusted to a number determined by dividing the exercise price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (ai), including by operation of paragraph (ii) or (iii) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warranteach of the Options.

Common Stock Distribution. (a) If In the event the Company shall, before at any time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell or otherwise sell or distribute (including by way of deemed distributions pursuant to paragraphs (c) and (d) below) any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to a Common Stock Reorganization Change of Shares or Stock Dividend the exercise of any Option, Convertible Security (each as defined in paragraph (c) below) or Warrant) (any such event, including any deemed distributions described in paragraphs (c), (d) and (n) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price current market price per share of Common Stock (as defined in effect paragraph (f) below) on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Purchase Price for each Warrant shall be reduced to a the price (calculated to the nearest 1,OOOth of one cent) determined by multiplying the Purchase Price in effect immediately prior to such Exercise Price Common Stock Distribution by a fraction, (A) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding (or deemed to be outstandingexclusive of any treasury shares) immediately prior to such Common Stock Distribution multiplied by the current market price per share of Common Stock on the date of such Common Stock Distribution, plus (2ii) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in upon such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined)Distribution, and (B) the denominator of which shall be the product of (1A) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately after such Common Stock Distribution multiplied by (B) the current market price per share of Common Stock on the date of such Common Stock Distribution. If any Common Stock Distribution shall require an adjustment to the Purchase Price pursuant to the foregoing provisions of this paragraph (b), including by operation of paragraph (c) or deemed (d) below, then, effective at the time such adjustment is made, the number of shares of Common Stock purchasable upon the exercise of each Warrant shall be increased to be outstanding) a number determined by multiplying the number of such shares so purchasable immediately prior to such Common Stock DistributionDistribution by a fraction, plus (2) the number numerator of shares which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such additional stock so issued or sold (or deemed issued or sold) adjustment. In computing adjustments under this paragraph, fractional interests in the Common Stock Distributionshall be taken into account to the nearest 1,OOOth of a share. The provisions of this paragraph (ab), including by operation of paragraph (c) or (d) below, shall not operate to increase the Exercise Purchase Price or to reduce the number of shares of Common Stock subject to purchase purchasable upon the exercise of this any Warrant, except by operation of paragraph (j) or (k) below.

Common Stock Distribution. (a) If In the event the Company shall, before at any ------------------------- time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell or otherwise sell or distribute (including by way of deemed distributions pursuant to paragraphs (c) and (d) below) any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to a Common Stock Reorganization Change of Shares or Stock Dividend the exercise of any Option, Convertible Security (each as defined in paragraph (c) below) or Warrant) (any such event, including any deemed distributions described in paragraphs (c) and (d), being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price current market price per share of Common Stock (as defined in effect paragraph (f) below), on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Purchase Price for each Warrant shall be reduced to a the price (calculated to the nearest 1,000th of one cent) determined by multiplying the Purchase Price in effect immediately prior to such Exercise Price Common Stock Distribution by a fraction, (A) the numerator of which shall be the sum of (1i) the number of shares of Common Stock outstanding (or deemed to be outstandingexclusive of any treasury shares) immediately prior to such Common Stock Distribution multiplied by the current market price per share of Common Stock on the date of such Common Stock Distribution, plus (2ii) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in upon such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined)Distribution, and (B) the denominator of which shall be the product of (1A) the total number of shares of Common Stock outstanding (exclusive of any treasury shares) immediately after such Common Stock Distribution multiplied by (B) the current market price per share of Common Stock on the date of such Common Stock Distribution. If any Common Stock Distribution shall require an adjustment to the Purchase Price pursuant to the foregoing provisions of this paragraph (b), including by operation of paragraph (c) or deemed (d) below, then, effective at the time such adjustment is made, the number of shares of Common Stock purchasable upon the exercise of each Warrant shall be increased to be outstanding) a number determined by multiplying the number of such shares so purchasable immediately prior to such Common Stock DistributionDistribution by a fraction, plus (2) the number numerator of shares which shall be the Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Purchase Price in effect immediately after such additional stock so issued or sold (or deemed issued or sold) adjustment. In computing adjustments under this paragraph, fractional interests in the Common Stock Distributionshall be taken into account to the nearest 1,000th of a share. The provisions of this paragraph (ab), including by operation of paragraph (c) or (d) below, shall not operate to increase the Exercise Purchase Price or to reduce the number of shares of Common Stock subject to purchase purchasable upon the exercise of this any Warrant, except by operation of paragraph (j) or (k) below.

Common Stock Distribution. (a) If In the Company event the Issuer shall, before at any time or from time to time after the Loan Liquidation Datedate hereof, issue issue, sell or otherwise sell or distribute (including by way of deemed distributions pursuant to paragraphs (c) and (d) below) any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise other than pursuant to (i) a Common Stock Reorganization Change of Shares, or Stock Dividend (ii) the exercise or conversion, as the case may be, of any Option, Convertible Security (each as defined in paragraph (c) below) or warrant) (any such event, including any deemed distributions described in paragraphs (c) and (d) but excluding any transaction described in paragraph (m), being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect current market price per share of Common Stock, on the date of such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Conversion Price for each Warrant shall be reduced to a the price (calculated to the nearest 1,000th of one cent) determined by multiplying the Conversion Price in effect immediately prior to such Exercise Price Common Stock Distribution by a fraction, (A) the numerator of which shall be the sum of (1) the product of the number of shares of Common Stock outstanding (or deemed to be outstandingexclusive of any treasury shares) immediately prior to such Common Stock Distribution multiplied by the current market price per share of Common Stock on the date of such Common Stock Distribution, plus (2) the consideration, if any, received by the Issuer upon such Common Stock Distribution, and the denominator of which shall be the product of (x) the total number of shares of Common Stock which the aggregate consideration received by the Company in issued and outstanding immediately after such Common Stock Distribution would purchase multiplied by (y) the current market price per share of Common Stock on the date of such Common Stock Distribution. If any Common Stock Distribution shall require an adjustment to the Conversion Price pursuant to the foregoing provisions of this paragraph (b), including by operation of paragraph (c) or (d) below, then, effective at the Exercise Price (as hereinafter defined)time such adjustment is made, and (B) the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed receivable upon conversion shall be increased to be outstanding) a number determined by multiplying the number of shares so receivable immediately prior to such Common Stock DistributionDistribution by a fraction, plus (2) the number numerator of shares which shall be the Conversion Price in effect immediately prior to such adjustment and the denominator of which shall be the Conversion Price in effect immediately after such additional stock so issued or sold (or deemed issued or sold) adjustment. In computing adjustments under this paragraph, fractional interests in the Common Stock Distributionshall be taken into account to the nearest 1,000th of a share. The provisions of this paragraph (ab), including by operation of paragraph (c) or (d) below, shall not operate to increase the Exercise Conversion Price or to reduce the number of shares of Common Stock subject to purchase receivable upon exercise conversion, except by operation of this Warrantparagraph (j) or (k) below, or in the event of a reverse split of the Common Stock.

Common Stock Distribution. (a) If the Company shall, before shall after the Loan Liquidation Date, date of issuance of this Warrant issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (b) and (c) below, being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for each number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and (c) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock ______________________________________ Footnote continued from previous page. 164 Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (a), including by operation of paragraph (b) or (c) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (a) If the Company shall, before the Loan Liquidation Date, issue or otherwise sell or distribute any shares of Common Stockshall issue, sell, distribute or otherwise grant in any manner shares of Common Stock, other than (whether directly or by assumption in a merger or otherwisei) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization Reorganization, (ii) not more than an aggregate of 20,000 shares of Common Stock issued pursuant to a transaction approved by the Board of Directors, (iii) an aggregate of not more than 3,500,000 shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock Dividend outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the 1996 Stock Option Plan or any similar stock option or incentive plan of the Company approved by a majority of the Company's Board of Directors and, as required, shareholders (the "Stock Plan"), (iv) shares of Common Stock issued upon the conversion or exercise of the Series A Preferred Stock, the warrant issued to Holder on April 1, 2003 or this Warrant; or (v) shares of Common Stock and/or Option Securities (as defined below) issued in connection with the acquisition of Guideline Research Corporation ("Guideline"), including those shares of Common Stock issued to shareholders of Guideline as part of the One Year Deferred Compensation Amount (as defined in that certain Stock Purchase Agreement by and among Jay L. Friedland, Robert La Terra, Guideline Research Corporation anx xxx Cxxxxxx xx xxx xx its wholly-owned subsidiaries, dated as of April 1, 2003 (the "Acquisition Agreement"), but in all cases excluding any shares of Common Stock issued by the Company in connection with any indemnity obligations of the Company pursuant to the Acquisition Agreement (any such eventissuance, sale, distribution or grant in (i) through (v) being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price in effect on shall be adjusted as follows: the date of Exercise Price immediately prior to such Common Stock Distribution, then, effective upon such Common Stock Distribution, the Exercise Price for each Warrant Distribution shall be reduced to a price determined by multiplying such Exercise Price multiplied by a fraction, (A) the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or deemed to be outstandingexercise of all outstanding securities convertible into or exercisable for shares of Common Stock) immediately prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock which that the aggregate consideration received by the Company in for such Common Stock Distribution would purchase at the Exercise Price (as hereinafter defined)Investment Price, and (B) the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or deemed to be outstandingexercise of all outstanding securities convertible into or exercisable for shares of Common Stock) immediately prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock issued in such additional stock so issued or sold (or deemed issued or sold) in the Common Stock Distribution. The provisions of this paragraph (a) shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.

Common Stock Distribution. (a) If the Company shall, before shall after the Loan Liquidation Date, date of issuance of this Warrant issue or otherwise sell or distribute any shares of Common Stock, sell, distribute or otherwise grant in any manner (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any warrants or options (excluding warrants or options to employees of the Company or its subsidiaries) for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (such rights, warrants or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”), otherwise than pursuant to a Common Stock Reorganization or Stock Dividend (any such event, including any event described in paragraphs (b) and (c) below, 10 -10- being herein called a “"Common Stock Distribution”"), if such Common Stock Distribution shall be for a consideration per share less than the Exercise Price in effect Fair Market Value per share of outstanding Common Stock of the Company on the date of such Common Stock Distribution, or on the first date of the announcement of such Common Stock Distribution (whichever is less), then, effective upon such Common Stock Distribution, the Exercise Price for each number of shares of Common Stock purchasable upon exercise of this Warrant shall be reduced to a price determined adjusted by multiplying such Exercise Price the number of shares of Common Stock subject to purchase upon exercise of this Warrant by a fraction, (A) the numerator of which shall be the total number of shares of Common Stock outstanding (1and issuable upon exercise or conversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution plus the number of shares of Common Stock issued (or deemed to be issued pursuant to paragraphs (b) and (c) below) in such Common Stock Distribution and the denominator of which shall be an amount equal to the sum of (A) the number of shares of Common Stock outstanding (and issuable upon exercise or deemed to be outstandingconversion of outstanding options, warrants and convertible securities) immediately prior to such Common Stock Distribution, plus (2B) the number of shares of Common Stock which the aggregate consideration consideration, if any, received by the Company in (determined as provided below) for such Common Stock Distribution would purchase buy at the Exercise Price (Fair Market Value thereof, as hereinafter defined), and (B) of the denominator of which shall be (1) the number of shares of Common Stock outstanding (or deemed to be outstanding) date immediately prior to such Common Stock Distribution, plus (2) Distribution or as of the number date immediately prior to the date of shares announcement of such additional stock so issued or sold (or deemed issued or sold) in the Common Stock DistributionDistribution (whichever is less). In the event of any such adjustment, the Exercise Price for each Warrant shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such Common Stock Distribution by the fraction used for purposes of the aforementioned adjustment. The provisions of this paragraph (a), including by operation of paragraph (b) or (c) below, shall not operate to increase the Exercise Price or to reduce the number of shares of Common Stock subject to purchase upon exercise of this Warrant.