Common use of Debt or Asset Distributions Clause in Contracts

Debt or Asset Distributions. If the Corporation distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 14(a), any rights, warrants or options referred to in clause (iii) of this Section 14(a), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"), then the Conversion Rate in effect immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SX0 XX0 – FMV Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock as of the open of business on the Ex-Date for such distribution as determined by the Board of Directors. Any increase made under the portion of this clause (iv) above shall become effective immediately after the open of business on the Ex-Date for such distribution. Notwithstanding the foregoing, if "FMV" as set forth above is equal to or greater than "SP0" as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on conversion in respect of each share of Series C Preferred Stock held by such Holder, in addition to the number of shares of Common Stock (subject to Section 9(f)) to which such Holder is entitled to receive, the amount of Distributed Property such Holder would have received had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Date for such distribution. In a "spin-off," where the Corporation makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such spin-off will be multiplied by the following fraction: MP0 + MPs MP0 Where, MP0 = the average of the Closing Prices of the Common Stock over the Valuation Period. MPs = the average of the Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on and including the Ex-Date of the spin-off (the "Valuation Period"), or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors. The adjustment to the Conversion Rate under the preceding paragraph shall be determined on the last Trading Day of the Valuation Period but shall be given effect at the open of business on the Ex-Date for such spin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of this clause (iv) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Period. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Corporation Company distributes to all or substantially all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in clause (i) of this Section 14(a15(a), any rights, rights or warrants or options referred to in clause (iii) of this Section 14(a15(c), any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation Company or any of its subsidiariesSubsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary Subsidiary or other business unit in the case of certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"), then the Conversion Rate Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SX0 XX0 SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as of the open of business on the Ex-Date for such distribution as reasonably determined by the Board of Directors. Any increase made under the portion of this clause (iv) above shall become effective immediately after the open of business on the Ex-Date for such distribution. Notwithstanding the foregoing; provided that, if "“FMV" ” as set forth above is equal to or greater than "“SP0" ” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on conversion in respect of each share of Series C Preferred Stock held by such Holder, in addition to the number holder of shares of Common Stock (subject to Section 9(f)) to shall receive on the date on which such Holder distribution is entitled made to receiveholders of Common Stock, for each share of Common Stock issuable upon exercise of this Warrant, the amount of Distributed Property such Holder distribution such Warrantholder would have received had such Holder Warrantholder owned a number of shares of Common Stock equal issuable (assuming payment of the Exercise Price in Shares) pursuant to the Conversion Rate this Warrant on the Ex-Date for such distribution. In a "“spin-off," ” where the Corporation Company makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary Subsidiary or other business unit, the Conversion Rate Exercise Price with respect to such Warrantholder will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Exercise Price in effect immediately prior to the open of business on the Ex-Date for such spin-off will be multiplied 15th Trading Day by the following fraction: MP0 MP0 + MPs MP0 Where, MP0 = the average of the Closing Market Prices of the Common Stock over the Valuation Periodfirst 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution. MPs = the average of the Closing Market Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first 10 consecutive Trading Days commencing on and including the Ex-Date fifth Trading Day following the effective date of the spin-off (the "Valuation Period")such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of Directors. The Any adjustment pursuant to the Conversion Rate under the preceding paragraph this Section 15(d) shall be determined on the last Trading Day of the Valuation Period but shall be given effect at the open of business become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such spin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of this clause (iv) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Perioddistribution. In the event that such distribution described in this clause (ivSection 15(d) is not so paid or made, the Conversion Rate Exercise Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate Exercise Price that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. If the Corporation Company distributes to all or substantially all holders of shares of Class A Common Stock evidences of indebtedness, shares of capital stockCapital Stock, securitiessecurities (including securities convertible into or exchangeable for, directly or indirectly, Class A Common Stock), cash or other assets assets, including any dividend or distribution in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis) (excluding (A) any dividend or distribution referred to in clause (i) of this Section 14(a)above, (B) any rights, rights or warrants or options referred to in clause (iii) of this Section 14(a)above, (C) any dividend or distribution paid exclusively in cashcash for an amount that is not in excess of $1 million in the aggregate for all shares of Common Stock (on a per annum basis), (D) any consideration payable in connection with a tender or exchange offer made by the Corporation Company or any of its subsidiariesSubsidiaries referred to in clause (v) below, and (E) any dividend of shares of capital stock Capital Stock of any class or series, or similar equity interests, of or relating to a subsidiary Subsidiary or other business unit in the case of certain spin-off transactions as described below) below in this clause (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"iv)), then the Conversion Rate Price will be adjusted by multiplying the Conversion Price in effect at the Close of Business on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SX0 XX0 – SP0 - FMV SP0 Where, SP0 = the Current Market Price per share of Class A Common Stock on such date. FMV = the cash (in the case of cash dividends or distributions giving rise to an adjustment, the amount of such cash dividends or distributions in excess of $1 million, in the aggregate) or fair market value of the portion of the distribution applicable to one share of Class A Common Stock on such date as of the open of business on the Ex-Date for such distribution as reasonably determined in good faith by the Board of Directors. Any increase made under the portion of this clause (iv) above shall become effective immediately after the open of business on the Ex-Date for such distribution. Notwithstanding the foregoing, if "“FMV" ” as set forth above is equal to or greater than "“SP0" ” as set forth above, as reasonably determined in lieu good faith by the Board of Directors, the foregoing adjustment, adequate provision Company shall be made so that each Holder shall have the right to receive on conversion in respect of each share of Series C Preferred Stock held by prohibited from making such Holder, in addition to the number of shares of Common Stock (subject to Section 9(f)) to which such Holder is entitled to receive, the amount of Distributed Property such Holder would have received had such Holder owned a number of shares of Common Stock equal to the Conversion Rate on the Ex-Date for such dividend or distribution. In a "“spin-off," ’, where the Corporation Company makes a distribution to all or substantially all holders of shares of Class A Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary Subsidiary or other business unit, the Conversion Rate Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to the open of business on the Ex-Date for such spin-off will be multiplied 15th Trading Day by the following fraction: MP0 MP0 + MPs MP0 Where, MP0 = the volume-weighted average of the Closing Prices of the Class A Common Stock over the Valuation Periodfirst 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution. MPs MPS = the volume-weighted average of the Closing Prices of the capital stock Capital Stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock over the first 10 consecutive Trading Days commencing on and including the Ex-Date fifth Trading Day following the effective date of the spin-off (the "Valuation Period")such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Class A Common Stock on such date as reasonably determined in good faith by the Board of Directors. The Any adjustment pursuant to the Conversion Rate under the preceding paragraph this clause (iv) (other than with respect to spin-off transactions as described above, which shall be determined on the last Trading Day of the Valuation Period but become effective as described therein) shall be given effect at the open of business become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such spin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of this clause (iv) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Period. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Debt or Asset Distributions. (A) If the Corporation distributes capital stock (other than Common Stock), evidences of indebtedness or other assets or property of the Corporation to all or substantially all holders of shares of the Common Stock evidences of indebtednessStock, shares of capital stockexcluding: (x) dividends, securitiesdistributions, cash rights, warrants, options, other securities or other assets (excluding any dividend or distribution convertible securities referred to in clause (i) of this Section 14(a)or (ii) above, any rights, warrants (y) dividends or options referred to in clause (iii) of this Section 14(a), any dividend or distribution distributions paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of certain spin(z) Spin-off transactions Offs (as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 × [SP0 /(SP0 - FMV)] where CR0 = the Conversion Rate in effect at the close of business on the Record Date CR1 = the new Conversion Rate in effect immediately prior to after the Ex-Record Date for such distribution will be multiplied by the following fraction: SX0 XX0 – FMV Where, SP0 = the Current Market Price per share of the Common Stock on such date. the Record Date FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock as of the open of business on the Ex-Date for such distribution (as determined in good faith by the Board of Directors. Any increase made under ) of the portion capital stock, evidences of this clause (iv) above shall become effective immediately after the open indebtedness, assets or property distributed with respect to each outstanding share of business Common Stock on the Ex-Date for such distributionRecord Date. Notwithstanding the foregoingimmediately preceding sentence, if "“FMV" as set forth above ” with respect to any distribution of shares of capital stock, evidences of indebtedness or other assets or property of the Corporation is equal to or greater than "“SP0" as set forth above” with respect to such distribution, then in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder holder of Series A Preferred Stock shall have the right to receive on conversion in respect the date such shares of capital stock, evidences of indebtedness or other assets or property of the Corporation are distributed to holders of Common Stock, for each share of Series C A Preferred Stock held by such Holder, in addition to the number of shares of Common Stock (subject to Section 9(f)) to which such Holder is entitled to receiveStock, the amount of Distributed Property shares of capital stock, evidences of indebtedness or other assets or property of the Corporation such Holder holder of Series A Preferred Stock would have received had such Holder holder of Series A Preferred Stock owned a number of shares of Common Stock equal to into which such Series A Preferred Stock is then convertible at the Conversion Rate conversion rate in effect on the Ex-Record Date for such distribution. In a "spin-off," where the Corporation makes a distribution to all or substantially all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary or other business unit, the Conversion Rate in effect immediately prior to the open of business on the Ex-Date for such spin-off will be multiplied by the following fraction: MP0 + MPs MP0 Where, MP0 = the average of the Closing Prices of the Common Stock over the Valuation Period. MPs = the average of the Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on and including the Ex-Date of the spin-off (the "Valuation Period"), or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as determined by the Board of Directors. The An adjustment to the Conversion Rate under the preceding paragraph shall be determined on the last Trading Day of the Valuation Period but shall be given effect at the open of business on the Ex-Date for such spin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of made pursuant to this clause (iviii)(A) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of made successively whenever any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Period. In the event that such distribution described in this clause (iv) is not so paid or made, made and shall become effective on the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declaredRecord Date.

Debt or Asset Distributions. If the Corporation Company distributes to all or substantially all holders of shares of Common Stock Shares evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding a distribution of rights or warrants (as to which an adjustment is effected solely under Section 8.1(g)), an issuance solely pursuant to a Reorganization Transaction (as to which Section 4.1(g) will apply), any dividend or distribution referred to in clause (iSection 8.1(b) of this Section 14(a), any rights, warrants or options referred to in clause (iii) of this Section 14(a)above, any dividend or distribution paid exclusively in cashcash (as to which an adjustment is effected solely under Section 4.1(f)), any consideration payable in connection with a tender or exchange offer made by the Corporation Company or any of its subsidiariesSubsidiaries (as to which an adjustment is effected solely under Section 4.1(e)), and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary Subsidiary or other business unit in the case of certain spin-off transactions as described below) (such evidences of indebtedness, shares of capital stock, securities, cash or other assets, the "Distributed Property"), then the Conversion Rate Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution will be multiplied by the following fraction: SX0 XX0 SP0 – FMV SP0 Where, SP0 = the Current Market Price per share of Common Stock Share on such date. FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock Share on such date as of the open of business on the Ex-Date for such distribution as reasonably determined by the Board of Directors. Any increase made under the portion of this clause (iv) above shall become effective immediately after the open of business on the Ex-Date for such distribution. Notwithstanding the foregoing; provided that, if "“FMV" ” as set forth above is equal to or greater than "“SP0" ” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive on conversion in respect of each share of Series C Preferred Stock held by the date on which such Holder, in addition distribution is made to the number of shares holders of Common Stock (subject to Section 9(f)) to which such Holder is entitled to receiveShares, for each Common Share issued upon conversion of the Note, the amount of Distributed Property such distribution such Holder would have received had such Holder holder owned a number of shares of Common Stock Shares equal to the Conversion Rate on the Ex-Date for such distribution. In a "“spin-off," ”, where the Corporation Company makes a distribution to all or substantially all holders of shares of Common Stock Shares consisting of capital stock of any class or series, or similar equity interests of, or relating to, a subsidiary Subsidiary or other business unit, if a Holder did not participate in such distribution with respect to such Common Shares issued upon conversion of the Note, the Conversion Rate Price with respect to such share held by such Holder will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to the open of business on the Ex-Date for such spin-off will be multiplied 15th Trading Day by the following fraction: MP0 MP0+ MPs MP0 Where, MP0 = the average of the Closing Prices Daily VWAP of the Common Stock Shares over the Valuation Periodfirst ten (10) Trading Days commencing on and including the fifth (5th) Trading Day following the effective date of such distribution. MPs = the average of the Closing Prices Daily VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Share over the 10 consecutive first ten (10) Trading Days commencing on and including the Ex-Date fifth (5th) Trading Day following the effective date of the spin-off (the "Valuation Period")such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock Share on such date as reasonably determined by the Board of Directors. The Any adjustment pursuant to the Conversion Rate under the preceding paragraph this Section 8.1(d) shall be determined on the last Trading Day of the Valuation Period but shall be given effect at the open of business become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such spin-off. Notwithstanding the foregoing, in respect of any conversion during the Valuation Period, references in the portion of this clause (iv) related to spin-offs to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date of such spin-off to, but excluding, the Conversion Date in determining the Conversion Rate. In addition, if the Ex-Date for the spin-off is less than 10 consecutive Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references in the portion of this clause (iv) related to spin-offs to 10 Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the spin-off to, and including, the last Trading Day of such Observation Perioddistribution. In the event that such distribution described in this clause (ivSection 8.1(d) is not so paid or made, the Conversion Rate Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate Price that would then be in effect if such dividend or distribution had not been declared.