Common use of Extraordinary Dividends and Distributions Clause in Contracts

Extraordinary Dividends and Distributions. In case at any time the Company shall pay a dividend or make a distribution to all holders of Capital Stock, as such, of shares of its stock, evidences of its indebtedness, assets, or rights, options, or warrants to subscribe for or purchase such shares, evidences of indebtedness, or assets, other than (i) a dividend or distribution payable in Capital Stock, Convertible Securities or (ii) a dividend or distribution payable in cash out of earnings or earned surplus, then in each such case the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned below by a fraction, the numerator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) as of such record date of such shares of stock, evidences of indebtedness, assets, or rights, options, or warrants so paid or distributed, and the denominator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E) hereof) on such record date. Such adjustment shall be made whenever such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution.

Extraordinary Dividends and Distributions. In case at any time the Company shall pay a dividend or make a distribution to all holders of Capital Stock, as such, of shares of its stock, evidences of its indebtedness, assets, or rights, options, or warrants to subscribe for or purchase such shares, evidences of indebtedness, or assets, other than (i) a dividend or distribution payable in Capital Stock, Options, or Convertible Securities or (ii) a dividend or distribution payable in cash out of earnings or earned surplus, then in each such case the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned below by a fraction, the numerator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) as of such record date of such shares of stock, evidences of indebtedness, assets, or rights, options, or warrants so paid or distributed, and the denominator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E) hereof) on such record date. Such adjustment shall be made whenever such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution.

Extraordinary Dividends and Distributions. In case at any time the Company shall pay a dividend or make a distribution to all holders of Capital Stock, as such, of shares of its stockstock (other than Capital Stock), evidences of its indebtedness, assetsassets (excluding dividends or distributions payable in cash out of earnings or earned surplus), or rights, options, or warrants to subscribe for or purchase such shares, evidences of indebtedness, or assetsassets (excluding the rights, other than (ioptions, and warrants referred to in Paragraph 4(b) a dividend or distribution payable in Capital Stock, Convertible Securities or (ii) a dividend or distribution payable in cash out of earnings or earned surplushereof), then in each such case the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned below by a fraction, the numerator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(EParagraph 4(e) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) as of such record date of such shares of stock, evidences of indebtedness, assets, or rights, options, or warrants so paid or distributed, and the denominator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(EParagraph 4(e) hereof) on such record date. Such adjustment shall be made whenever such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution.

Extraordinary Dividends and Distributions. In case at any time the Company shall pay a dividend or make a distribution to all holders of Capital Stock, as such, of shares of its stock, evidences of its indebtedness, assets, or rights, options, or warrants to subscribe for or purchase such shares, evidences of indebtedness, or assets, other than (i) a dividend or distribution payable in Capital Stock, Options, or Convertible Securities or (ii) a dividend or distribution payable in cash out of earnings or earned surplus, then in each such case the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned below by a fraction, the numerator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(EParagraph 4(e) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) as of such record date of such shares of stock, evidences of indebtedness, assets, or rights, options, or warrants so paid or distributed, and the denominator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(EParagraph 4(e) hereof) on such record date. Such adjustment shall be made whenever such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution.

Extraordinary Dividends and Distributions. In case at any time the Company shall pay a dividend or make a distribution to all holders of Capital Stock, as such, of shares of its stock, evidences of its indebtedness, assets, or rights, options, or warrants to subscribe for or purchase such shares, evidences of indebtedness, or assets, other than (i) a dividend or distribution payable in Capital Stock, Options, or Convertible Securities or (ii) a dividend or distribution payable in cash out of earnings or earned surplus, then in each such case the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the record date mentioned below by a fraction, the numerator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E5(E) hereof) on such record date, less the fair market value (as determined in good faith by the Board of Directors of the Company) as of such record date of such shares of stock, evidences of indebtedness, assets, or rights, options, or warrants so paid or distributed, and the denominator of which shall be the total number of shares of Capital Stock outstanding on such record date multiplied by the market price per share of Capital Stock (determined as provided in PARAGRAPH 4(E5(E) hereof) on such record date. Such adjustment shall be made whenever such dividend is paid or such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution.