Common use of Dilutive Rights Offering Clause in Contracts

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"EQUIVALENT PREFERRED STOCK")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase shares of Preferred Stock (or securities having the same rightsEquivalent Preferred Stock, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall will be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which or Equivalent Preferred Stock, as the case may be, that the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall will be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, it being understood that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that if such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then-current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Common Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Common Shares (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock Common Shares or equivalent preferred common stock equivalents) at a price per share of Preferred Stock or per share of equivalent preferred stock Common Share (or having a conversion or exercise price per shareCommon Share, if a security convertible into or exercisable for Preferred Stock Common Shares or equivalent preferred stockcommon stock equivalents) less than the current per share market price of the Preferred Stock Common Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred Common Shares and/or common stock equivalents owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them to subscribe for or purchase (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities shares having the same similar rights, privileges and preferences as the Preferred Stock (“equivalent preferred stockEquivalent Preferred Stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock at a price per share of Preferred Stock or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for shares of Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the then-current per share market price of the Preferred Stock (as determined pursuant to Section 11.411(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of such shares of Preferred Stock and/or shares of equivalent preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price price, and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders holder of the Rights. Shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a ------------------------ record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stockEquivalent Preferred Stock”)) or securities convertible into Preferred Shares or Equivalent Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Per Share Market Price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive and binding on the Rights Agent and the holders of the RightsRights for all purposes. Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive on the Rights Agent and the holders of the RightsRights for all purposes. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and and, in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same or more favorable rights, privileges and preferences as the shares of Preferred Stock (“equivalent preferred stockPreferred Stock Equivalents”)) or securities convertible into Preferred Stock or equivalent preferred stock Preferred Stock Equivalents at a price per share of Preferred Stock or per share of equivalent preferred stock Preferred Stock Equivalents (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stockPreferred Stock Equivalents) less than the current per share market price of the Preferred Stock Fair Market Value (as determined pursuant to Section 11.411(d)) per share of Preferred Stock on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock Preferred Stock Equivalents to be offered (and/or and the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Fair Market Value and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock and Preferred Stock Equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one a Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one a Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as the Fair Market Value thereof determined in good faith by the Board, whose determination shall be described in a statement filed accordance with the Rights Agent and shall be binding on the Rights Agent and the holders Section 11(d). Shares of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a ------------------------ record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stockshares”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock shares at a price per share of Preferred Stock Share or per share of equivalent preferred stock shares (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockshares) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Incentive Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Incentive Stock (or securities having the same rights, privileges and preferences as the Preferred Incentive Stock (“equivalent preferred incentive stock”)) or securities convertible into Preferred Incentive Stock or equivalent preferred incentive stock at a price per share of Preferred Incentive Stock or per share of equivalent preferred incentive stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Incentive Stock or equivalent preferred incentive stock) less than the then current per share market price of the Preferred Incentive Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock outstanding on such record date plus the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock which the aggregate offering price of the total number of shares of Preferred Incentive Stock and/or shares of equivalent preferred incentive stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock outstanding on such record date plus the number of additional Preferred Incentive Stock and/or shares of equivalent preferred incentive stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Incentive Stock and shares of equivalent preferred incentive stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series B Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series B Preferred Stock (or securities having the same rights, privileges and preferences as the Series B Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series B Preferred Stock or equivalent preferred stock at a price per share of Series B Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series B Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series B Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series B Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series B Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series B Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then-current per share market price and the denominator of which shall be the number of shares of Series B Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series B Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series B Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stockEquivalent Preferred Stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock at a price per share of Preferred Stock or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Per Share Market Price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a ------------------------ record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"EQUIVALENT PREFERRED STOCK")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having substantially the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)"Equivalent Preferred Stock") or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock) at a price per share of Preferred Stock or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for shares of Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the current Current Market Price (as defined in Section 11(d)) per share market price of the Preferred Stock (or Equivalent Preferred Stock, as determined pursuant to Section 11.4) the case may be, on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock or Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Market Price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a ------------------------ record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a reasonably detailed statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase Preferred Stock (Shares or securities having the same rightsEquivalent Preferred Shares, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock Equivalent Preferred Shares, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockEquivalent Preferred Shares) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) Shares on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall will be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Shares (if any) outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which Shares or Equivalent Preferred Shares, as the case may be, that the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Preferred Shares, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall will be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Shares (if any) outstanding on such record date date, plus the number of additional Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Preferred Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, it being understood that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of share in the capital stock of the Company issuable upon the exercise of one Right, if any. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Shares owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that if such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Series A Preferred Stock Shares (“equivalent preferred stockpreference shares”)) or securities convertible into Series A Preferred Stock Shares or equivalent preferred stock preference shares at a price per share of Series A Preferred Stock Shares or per share of equivalent preferred stock preference shares (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock Shares or equivalent preferred stockpreference shares) less than the then current per share market price of the Series A Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Series A Preferred Shares and equivalent preference shares of Preferred Stock issued and shares of equivalent preferred stock outstanding on such record date plus the number of Series A Preferred Shares and equivalent preference shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of Series A Preferred Shares and/or equivalent preference shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of Series A Preferred Shares and equivalent preference shares of Preferred Stock issued and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock Shares and/or equivalent preference shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock Shares and equivalent preference shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a written statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Common Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Common Shares (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock Common Shares or equivalent preferred common stock equivalents) at a price per share of Preferred Stock or per share of equivalent preferred stock Common Share (or having a conversion or exercise price per shareCommon Share, if a security convertible into or exercisable for Preferred Stock Common Shares or equivalent preferred stockcommon stock equivalents) less than the current per share market price of the Preferred Stock Common Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date 14 16 by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred Common Shares and/or common stock equivalents owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”shares")) or securities convertible into Preferred Stock Shares or equivalent preferred stock shares at a price per share of Preferred Stock Share or per share of equivalent preferred stock shares (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockshares) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock Shares of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, howeverhowever , that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the RightsRights for all purposes. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities shares having the same rights, privileges and preferences as the shares of Preferred Stock (“"equivalent preferred stock”)") or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of "equivalent preferred stock stock" (or having a conversion or exercise price per shareshare of Preferred Stock, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stockStock) less than the current per share market price of the Preferred Stock (as determined pursuant to defined in Section 11.411(d) hereof) on such record date, then the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, (x) the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price price, and (y) the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders conclusive for all purposes. Shares of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Preferred Stock (as determined pursuant to Section 11.411(d)) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (other than with respect to voting), including, without limitation, the Substitution Preferred (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"EQUIVALENT PREFERRED STOCK")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.of

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-forty five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"EQUIVALENT PREFERRED STOCK")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard Committee of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Series A Preferred Stock Shares (“equivalent preferred stockshares”)) or securities convertible into Series A Preferred Stock Shares or equivalent preferred stock shares at a price per share of Series A Preferred Stock Shares or per share of equivalent preferred stock shares (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock Shares or equivalent preferred stockshares) less than the then current per share market price of the Series A Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock Shares and shares of equivalent preferred stock shares issued and outstanding on such record date plus the number of shares of Series A Preferred Stock Shares and shares of equivalent preferred stock shares which the aggregate offering price of the total number of shares of Series A Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock Shares and shares of equivalent preferred stock shares issued and outstanding on such record date plus the number of additional Series A Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock Shares and shares of equivalent preferred stock shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stockEquivalent Preferred Stock”)) or securities convertible into Preferred Shares or Equivalent Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) Shares on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Per Share Market Price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive and binding on the Rights Agent and the holders of the RightsRights for all purposes. Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series D Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series D Preferred Stock (or securities having the same rights, privileges and preferences as the Series D Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series D Preferred Stock or equivalent preferred stock at a price per share of Series D Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series D Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series D Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series D Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series D Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series D Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then-current per share market price and the denominator of which shall be the number of shares of Series D Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series D Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series D Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series C Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series C Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Series C Preferred Stock Shares (“equivalent preferred stockshares”)) or securities convertible into Series C Preferred Stock Shares or equivalent preferred stock shares at a price per share of Series C Preferred Stock Shares or per share of equivalent preferred stock shares (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series C Preferred Stock Shares or equivalent preferred stockshares) less than the then current per share market price of the Series C Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series C Preferred Stock Shares and shares of equivalent preferred stock shares issued and outstanding on such record date plus the number of shares of Series C Preferred Stock Shares and shares of equivalent preferred stock shares which the aggregate offering price of the total number of shares of Series C Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series C Preferred Stock Shares and shares of equivalent preferred stock shares issued and outstanding on such record date plus the number of additional Series C Preferred Stock Shares and/or shares of equivalent preferred stock shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series C Preferred Stock Shares and shares of equivalent preferred stock shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.the

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of Series G Preferred Stock Shares entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase Series G Preferred Stock (Shares or securities having the same rightsEquivalent Shares, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series G Preferred Stock Shares or equivalent preferred stock Equivalent Shares, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Series G Preferred Stock Shares or equivalent preferred stockEquivalent Shares) less than the current per share market price Current Per Share Market Price of the Series G Preferred Stock (as determined pursuant to Section 11.4) Shares on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series G Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of shares of Series G Preferred Stock and shares of equivalent preferred stock which Shares or Equivalent Shares, as the case may be, that the aggregate offering price of the total number of shares of Series G Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall be the number of shares of Series G Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of additional Series G Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Series G Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Common Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Common Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)common stock equivalents) or securities convertible into Preferred Common Stock or equivalent preferred common stock equivalents at a price per share of Preferred Common Stock or per share of equivalent preferred common stock equivalents (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Common Stock or equivalent preferred stockcommon stock equivalents) less than the then-current per share market price of the Preferred Common Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Common Stock and shares of equivalent preferred common stock equivalents outstanding on such record date plus the number of shares of Preferred Common Stock and shares of equivalent preferred common stock equivalents which the aggregate offering price of the total number of shares of Preferred Common Stock and/or shares of equivalent preferred common stock equivalents to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Common Stock and shares of equivalent preferred common stock equivalents outstanding on such record date plus the number of additional Preferred shares of Common Stock and/or shares of equivalent preferred common stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Common Stock and shares of equivalent preferred common stock equivalents owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase shares of Preferred Stock (or securities having the same rightsEquivalent Preferred Stock, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall shallwill be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which or Equivalent Preferred Stock, as the case may be, that the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall shallwill be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, it being understood that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that thatif such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series B Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series B Preferred Stock (or securities having the same rights, privileges and preferences as the Series B Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series B Preferred Stock or equivalent preferred stock at a price per share of Series B Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series B Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series B Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series B Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series B Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series B Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then-current per share market price and the denominator of which shall be the number of shares of Series B Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series B Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series B Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Common Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Common Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)common stock equivalents) or securities convertible into Preferred Common Stock or equivalent preferred common stock equivalents at a price per share of Preferred Common Stock or per share of equivalent preferred common stock equivalents (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Common Stock or equivalent preferred stockcommon stock equivalents) less than the then current per share market price of the Preferred Common Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Common Stock and shares of equivalent preferred common stock equivalents outstanding on such record date plus the number of shares of Preferred Common Stock and common stock equivalent shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Common Stock and/or shares of equivalent preferred common stock equivalents to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Common Stock and shares of equivalent preferred common stock equivalents outstanding on such record date plus the number of additional Preferred shares of Common Stock and/or shares of equivalent preferred common stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Common Stock and shares of equivalent preferred common stock equivalents owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Class A Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Class A Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Class A Preferred Stock Shares (“equivalent preferred stock”"Equivalent Preferred Stock")) or securities convertible into Class A Preferred Shares or Equivalent Preferred Stock or equivalent preferred stock at a price per share of Class A Preferred Stock Share or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Class A Preferred Stock Shares or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Class A Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Class A Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Class A Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Class A Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Per Share Market Price and the denominator of which shall be the number of shares of Class A Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional Class A Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Class A Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.aggregate

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"EQUIVALENT PREFERRED STOCK")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.411.4.1) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Incentive Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Incentive Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Incentive Shares (“"equivalent preferred incentive stock”")) or securities convertible into Preferred Stock Incentive Shares or equivalent preferred incentive stock at a price per share of Preferred Stock Incentive Share or per share of equivalent preferred incentive stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Incentive Shares or equivalent preferred incentive stock) less than the current per share market price of the Preferred Stock Incentive Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Incentive Shares and shares of equivalent preferred incentive stock outstanding on such record date plus the number of shares of Preferred Stock Incentive Shares and shares of equivalent preferred incentive stock which the aggregate offering price of the total number of shares of Preferred Stock Incentive Shares and/or shares of equivalent preferred incentive stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Incentive Shares and shares of equivalent preferred incentive stock outstanding on such record date plus the number of additional Preferred Stock Incentive Shares and/or shares of equivalent preferred incentive stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Incentive Shares and shares of equivalent preferred incentive stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record ------------------------ date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Junior Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Junior Preferred Stock (or securities having the same rights, privileges and preferences as the Junior Preferred Stock (“equivalent preferred stock”)) or securities convertible into Junior Preferred Stock or equivalent preferred stock at a price per share of Junior Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Junior Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Junior Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Junior Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Junior Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Junior Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Junior Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Junior Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Junior Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred 15 stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”)") or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.one

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a written statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of Series D Preferred Stock Shares entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase Series D Preferred Stock (Shares or securities having the same rightsEquivalent Shares, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series D Preferred Stock Shares or equivalent preferred stock Equivalent Shares, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Series D Preferred Stock Shares or equivalent preferred stockEquivalent Shares) less than the current per share market price Current Per Share Market Price of the Series D Preferred Stock (as determined pursuant to Section 11.4) Shares on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series D Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of shares of Series D Preferred Stock and shares of equivalent preferred stock which Shares or Equivalent Shares, as the case may be, that the aggregate offering price of the total number of shares of Series D Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Shares, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall be the number of shares of Series D Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of additional Series D Preferred Stock and/or shares of equivalent preferred stock Shares or Equivalent Shares, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Series D Preferred Stock Shares and shares of equivalent preferred stock Equivalent Shares owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Incentive Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Incentive Stock (or securities having the same rights, privileges and preferences as the Preferred Incentive Stock (“equivalent preferred incentive stock”)) or securities convertible into Preferred Incentive Stock or equivalent preferred incentive stock at a price per share of Preferred Incentive Stock or per share of equivalent preferred incentive stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Incentive Stock or equivalent preferred incentive stock) less than the current per share market price of the Preferred Incentive Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock outstanding on such record date plus the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock which the aggregate offering price of the total number of shares of Preferred Incentive Stock and/or shares of equivalent preferred incentive stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Incentive Stock and shares of equivalent preferred incentive stock outstanding on such record date plus the number of additional Preferred Incentive Stock and/or shares of equivalent preferred incentive stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Incentive Stock and shares of equivalent preferred incentive stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record ------------------------ date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.preferred

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect effect after such record date shall be determined by multiplying the Purchase Price in effect effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered offered (and/or the aggregate initial conversion price of the convertible securities so to be offeredoffered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered offered for subscription or purchase (or into which the convertible securities so to be offered offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”"Equivalent Preferred Stock")) or securities convertible into Preferred Shares or Equivalent Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock Equivalent Preferred Stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price Current Per Share Market Price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then-current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such then-current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.form

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Series A Preferred Stock (or securities having the same rights, privileges and preferences as the Series A Preferred Stock (“equivalent preferred stock”)) or securities convertible into Series A Preferred Stock or equivalent preferred stock at a price per share of Series A Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Series A Preferred Stock or equivalent preferred stock) less than the then current per share market price of the Series A Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Series A Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Series A Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Series A Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Series A Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In US-DOCS\133785809.2| case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Series A Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“"equivalent preferred stock”")) or securities convertible into Preferred Stock or equivalent preferred stock at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stock) less than the current per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Common Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Common Shares (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock Common Shares or equivalent preferred common stock equivalents) at a price per share of Preferred Stock or per share of equivalent preferred stock Common Share (or having a conversion or exercise price per shareCommon Share, if a security convertible into or exercisable for Preferred Stock Common Shares or equivalent preferred stockcommon stock equivalents) less than the current per share market price of the Preferred Stock Common Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents which the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred Common Shares or common stock equivalents outstanding on such record date plus the number of additional Preferred Stock and/or shares of equivalent preferred Common Shares or common stock equivalents to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred Common Shares and/or common stock equivalents owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall fix Company, at any time after the Rights Dividend Declaration Date, fixes a record date for the issuance of rights, options or warrants to all holders of shares of Preferred Stock entitling them such holders (for a period expiring within forty-five (45) calendar 45 days after such record date) to subscribe for or purchase shares of Preferred Stock (or securities having the same rightsEquivalent Preferred Stock, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Preferred Stock, at a price per share of Preferred Stock or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security that is convertible into or exercisable for Preferred Stock or equivalent preferred stockEquivalent Preferred Stock) less than the current per share market price Current Per Share Market Price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, then, in each such case, the Purchase Exercise Price to be in effect after such record date shall will be determined by multiplying the Purchase Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall will be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock which or Equivalent Preferred Stock, as the case may be, that the aggregate offering price of the total number of shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered or issued (and/or or the aggregate initial conversion price of the convertible securities so to be offeredoffered or issued) would purchase at such current per share market price Current Per Share Market Price, and the denominator of which shall will be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock (if any) outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock or Equivalent Preferred Stock, as the case may be, to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, it being understood that in no event shall will the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon the exercise of one Right. In case If such subscription price may be paid in a consideration part or all of which shall be is in a form other than cash, then the value of such consideration shall will be as determined in good faith by the Board, whose determination shall will be described in a statement filed with the Rights Agent and shall will be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock and shares of equivalent preferred stock Equivalent Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall will not be deemed outstanding for the purpose of any such computation. Such adjustments shall adjustment will be made successively whenever such a record date is fixed; , and in the event that if such rights rights, options or warrants are not so issued, then the Purchase Exercise Price shall will be adjusted to be the Purchase Exercise Price which that would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case If the Company shall at any time on or after the date of this Agreement fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock or Equivalent Shares (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)) or securities convertible into Preferred Stock or equivalent preferred stock Equivalent Shares) at a price per share of Preferred Stock or Equivalent Shares (or, in the case of a convertible security, having a conversion price per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock or equivalent preferred stockEquivalent Shares) less than the current Current Market Price per share market price of the Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of shares of Preferred Stock and shares of equivalent preferred stock or Equivalent Shares, as the case may be, which the aggregate offering exercise and/or conversion price of for the total number of shares of Preferred Stock or Equivalent Shares, as the case may be, which are obtainable upon exercise and/or shares conversion of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the such rights, options, warrants or convertible securities so to be offered) would purchase at such current per share market price Current Market Price, and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Equivalent Shares (if any) outstanding on such record date date, plus the number of additional shares of Preferred Stock and/or shares of equivalent preferred stock to or Equivalent Shares, as the case may be, which may be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable obtained upon exercise and/or conversion of one Rightsuch rights, options, warrants or convertible securities. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by a majority of the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the RightsAgent. Preferred Stock and shares of equivalent preferred stock Equivalent Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments adjustment shall be made successively whenever such a record date is fixed; and in the event that such rights rights, options or warrants are not so issuedissued following such adjustment, the Purchase Price shall be adjusted readjusted to be the Purchase Price which would then be have been in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“equivalent preferred stock”)) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a ------------------------ record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock -------------------------- Shares or equivalent preferred stock at a price per share of Preferred Stock Shares or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to defined in Section 11.411.4.1) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of shares of Preferred Stock and shares of equivalent preferred stock Shares which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock and shares of equivalent preferred stock Shares outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock Shares owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Series A Preferred Stock or Series B Preferred entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase the applicable Preferred Stock (or securities having the same rights, privileges and preferences as the Preferred Stock (“equivalent preferred stock”)stock equivalent) or securities convertible into the applicable Preferred Stock or equivalent preferred stock equivalent at a price per share of the applicable Preferred Stock or per share of equivalent preferred stock equivalent (or having a conversion or exercise price per share, if a security convertible into or exercisable for the applicable Preferred Stock or equivalent preferred stockstock equivalent) less than the then current per share market price of the applicable Preferred Stock (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of the applicable Preferred Stock and shares of equivalent preferred stock equivalent outstanding on such record date plus the number of shares of the applicable Preferred Stock and shares of equivalent preferred stock equivalent which the aggregate offering price of the total number of shares of the applicable Preferred Stock and/or shares of equivalent preferred stock equivalent to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of the applicable Preferred Stock and shares of equivalent preferred stock equivalent outstanding on such record date plus the number of additional applicable Preferred Stock and/or shares of equivalent preferred stock equivalent to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock and shares of equivalent preferred stock equivalent owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

Dilutive Rights Offering. In case the Company shall fix a record date for the issuance of rights, options or warrants to all holders of Preferred Stock Shares entitling them (for a period expiring within forty-five (45) 45 calendar days after such record date) to subscribe for or purchase Preferred Stock Shares (or securities having the same rights, privileges and preferences as the Preferred Stock Shares (“"equivalent preferred stock”")) or securities convertible into Preferred Stock Shares or equivalent preferred stock at a price per share of Preferred Stock Share or per share of equivalent preferred stock (or having a conversion or exercise price per share, if a security convertible into or exercisable for Preferred Stock Shares or equivalent preferred stock) less than the current per share market price of the Preferred Stock Shares (as determined pursuant to Section 11.4) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of shares of Preferred Stock Shares and shares of equivalent preferred stock which the aggregate offering price of the total number of shares of Preferred Stock Shares and/or shares of equivalent preferred stock to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current per share market price and the denominator of which shall be the number of shares of Preferred Stock Shares and shares of equivalent preferred stock outstanding on such record date plus the number of additional Preferred Stock Shares and/or shares of equivalent preferred stock to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially convertible); providedPROVIDED, howeverHOWEVER, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the BoardBoard of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Preferred Stock Shares and shares of equivalent preferred stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Purchase Price shall be adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.the