Common use of Adjustment for Other Distributions Clause in Contracts

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ ' = N x M where: N’ ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company Corporate Borrower distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, warrants or options or warrants to purchase the assets any of its debt securities or debt or other securities of the Companyassets, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: N’ E' = N E x M --- M-F where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N Exercise Rate; E = the current number of shares of Common Stock issuable upon exercise of each Warrant. Exercise Rate; M = the current market price per share of Common Stock on the record date mentioned below. Current Market Value; and F = the fair market value (on the record date for the distribution to which this subsection (iii) applies) of the assets, securities, rights, warrants or options or warrants distributable to one be distributed in respect of each share of Common Stock after taking into accountin the distribution to which this subsection (iii) is being applied (including, in the case of any rightscash dividends or other cash distributions giving rise to an adjustment, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and all such determination shall be conclusivecash distributed concurrently). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, warrants or options or warrants are exercisable, not all such rights, warrants or options or warrants shall have been exercised, the Warrant Exercise Rate shall be immediately readjusted as to what it would have been if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, warrants or options which are not exercised had not been issued. This subsection (iii) does not apply to cash dividends or warrants divided cash distributions paid out of consolidated retained earnings as shown on the books of the Corporate Borrower prepared in accordance with generally accepted accounting principles other than any Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Corporate Borrower's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the number Board of shares Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock. In all cases, Borrower shall give the holder of this Note advance notice of a record date for any dividend payment on the Common Stock outstanding which notice is delivered on a date at least as early as the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu date of the adjustment otherwise required by this Section 7(c), distribute notice to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionCommon Stock.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicableincluding cash) or debt or other securities or any rights, options or warrants to purchase the debt securities, assets or debt or other securities of the CompanyCompany (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price Last Reported Sale Price per share of Common Stock on the record Business Day immediately preceding the ex-dividend date mentioned belowfor such distribution. F = the fair market value on the record ex-dividend date for such distribution of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith and such determination shall be conclusivefaith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the such distribution. This Section 7(csubsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 7(b)11. If any adjustment is made pursuant to this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record ex-dividend date for such distribution of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record dateex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 7(csubsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(csubsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock Ordinary Shares any of its assets (excluding cash distributions for which Section 7(p) hereof is applicableincluding cash) or debt or other securities or any rights, options or warrants to purchase the debt securities, assets or debt or other securities of the CompanyCompany (other than Ordinary Shares), the number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. N = the current number of shares of Common Stock Ordinary Shares issuable upon exercise of each Warrant. M = the current market price Closing Price per share of Common Stock Ordinary Share on the record Business Day immediately preceding the ex-dividend date mentioned belowfor such distribution. F = the fair market value on the record ex-dividend date for such distribution of the assets, securities, rightsrights , options or warrants distributable to one share of Common Stock Ordinary Share after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith and such determination shall be conclusivefaith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the such distribution. This Section 7(csubsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 7(b)11. If any adjustment is made pursuant to this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record ex-dividend date for such distribution of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock Ordinary Shares outstanding on the record dateex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 7(csubsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(csubsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicableincluding cash) or debt or other securities or any rights, options or warrants to purchase the debt securities, assets or debt or other securities of the CompanyCompany (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price Closing Price per share of Common Stock on the record Business Day immediately preceding the ex- dividend date mentioned belowfor such distribution. F = the fair market value on the record ex-dividend date for such distribution of the assets, securities, rights, options rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith and such determination shall be conclusivefaith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the such distribution. This Section 7(csubsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 7(b)11. If any adjustment is made pursuant to this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record ex-dividend date for such distribution of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record dateex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 7(csubsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(csubsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, warrants or options or warrants to purchase the assets any of its debt securities or debt or other securities of the Companyassets, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: N’ E ' = N E x M --- M-F where: N’ E ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N Exercise Rate; E = the current number of shares of Common Stock issuable upon exercise of each Warrant. Exercise Rate; M = the current market price per share of Common Stock on the record date mentioned below. Current Market Value; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of the assets, securities, rights, warrants or options or warrants distributable to one be distributed in respect of each share of Common Stock after taking into accountin the distribution to which this paragraph (c) is being applied (including, in the case of any rightscash dividends or other cash distributions giving rise to an adjustment, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and all such determination shall be conclusivecash distributed concurrently). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, warrants or options or warrants are exercisable, not all such rights, warrants or options or warrants shall have been exercised, the Warrant Exercise Rate shall be immediately readjusted as to what it would have been if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or warrants divided cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than any Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the number Board of shares Directors, after such date, minus (C) the cumulative amount of dividends accrued or paid in respect of the Common Stock outstanding on the record dateStock. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00In all cases, the Company may elect to, and if “M-F” shall give the Warrant holders advance notice of a record date for any dividend payment on the Common Stock which notice is delivered on a negative number, date at least as early as the Company shall, in lieu date of the adjustment otherwise required by this Section 7(c), distribute notice to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionCommon Stock.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x × M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock Class B Shares any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, warrants or options or warrants to purchase the assets any of its debt securities or debt or other securities of the Companyassets, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: N’ E' = N E x M --- M-F where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N Exercise Rate; E = the current number of shares of Common Stock issuable upon exercise of each Warrant. Exercise Rate; M = the current market price per share of Common Stock on the record date mentioned below. Current Market Value; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of the assets, securities, rights, warrants or options or warrants distributable to one share be distributed in respect of Common Stock after taking into accounteach Class B Share in the distribution to which this paragraph (c) is being applied (including, in the case of any rightscash dividends or other cash distributions giving rise to an adjustment, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and all such determination shall be conclusivecash distributed concurrently). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, warrants or options or warrants are exercisable, not all such rights, warrants or options or warrants shall have been exercised, the Warrant Exercise Rate shall be immediately readjusted as to what it would have been if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or warrants divided cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than any Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the number Board of shares Directors, after such date, minus (C) the cumulative amount of Common Stock outstanding on dividends accrued or paid in respect of the record dateClass B Shares. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00In all cases, the Company may elect to, and if “M-F” shall give the Warrant holders advance notice of a record date for any dividend payment on the Class B Shares which notice is delivered on a negative number, date at least as early as the Company shall, in lieu date of the adjustment otherwise required by this Section 7(c), distribute notice to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionClass B Shares.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicableincluding cash) or debt or other securities or any rights, options or warrants to purchase the debt securities, assets or debt or other securities of the CompanyCompany (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M M - F where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price Closing Price per share of Common Stock on the record Business Day immediately preceding the ex-dividend date mentioned belowfor such distribution. F = the fair market value on the record ex-dividend date for such distribution of the assets, securities, rights, options rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith and such determination shall be conclusivefaith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the such distribution. This Section 7(c) 4.3 does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in Section 7(b)4.2. If any adjustment is made pursuant to this Section 7(c) 4.3 as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record ex-dividend date for such distribution of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record dateex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 7(c)4.3, if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c)4.3, distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock Class B Shares any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, warrants or options or warrants to purchase the assets any of its debt securities or debt or other securities of the Companyassets, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: N’ M E ' = N E x M --- M-F where: N’ E ' = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N Exercise Rate; E = the current number of shares of Common Stock issuable upon exercise of each Warrant. Exercise Rate; M = the current market price per share of Common Stock on the record date mentioned below. Current Market Value; and F = the fair market value (on the record date for the distribution to which this paragraph (c) applies) of the assets, securities, rights, warrants or options or warrants distributable to one share be distributed in respect of Common Stock after taking into accounteach Class B Share in the distribution to which this paragraph (c) is being applied (including, in the case of any rightscash dividends or other cash distributions giving rise to an adjustment, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and all such determination shall be conclusivecash distributed concurrently). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, warrants or options or warrants are exercisable, not all such rights, warrants or options or warrants shall have been exercised, the Warrant Exercise Rate shall be immediately readjusted as to what it would have been if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, warrants or options which are not exercised had not been issued. This subsection (c) does not apply to cash dividends or warrants divided cash distributions paid out of consolidated retained earnings as shown on the books of the Company prepared in accordance with generally accepted accounting principles other than any Extraordinary Cash Dividend (as defined below). An "Extraordinary Cash Dividend" shall be that portion, if any, of the aggregate amount of all cash dividends paid in any fiscal year which exceeds the sum of (A) the Company's cumulative undistributed earnings on the date of this Agreement, plus (B) the cumulative amount of earnings, as determined by the number Board of shares Directors, after such date, minus (C) the cumulative amount of Common Stock outstanding on dividends accrued or paid in respect of the record dateClass B Shares. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00In all cases, the Company may elect to, and if “M-F” shall give the Warrant holders advance notice of a record date for any dividend payment on the Class B Shares which notice is delivered on a negative number, date at least as early as the Company shall, in lieu date of the adjustment otherwise required by this Section 7(c), distribute notice to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distributionClass B Shares.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of each the Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each the Warrant. N = the current number of shares of Common Stock issuable upon exercise of each the Warrant. M = the current market price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders holder of the WarrantsWarrant, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants the Warrant been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes to all ---------------------------------- holders of its Common Stock (i)any evidences of indebtedness of the Company or any of its subsidiaries, (ii)any assets of the Company or any of its subsidiaries (excluding other than cash dividends or other cash distributions for which Section 7(p) hereof is applicable) that constitute an Ordinary Cash Distribution and other than any dividend or debt distribution to all holders of Common Stock in connection with the liquidation, dissolution or other securities winding-up of the Company), or any (iii)any rights, options or warrants to purchase acquire any of the assets foregoing or debt or to acquire any other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula: N’ E' = N E x M --- M - F and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: EP' = EP x E - E' where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate on the record date referred to in this paragraph (c) below. EP'= the Adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the current market price Current Market Value per share of Common Stock on the record date mentioned referred to in this paragraph (c) below. F = the fair market value (as determined in good faith by the Company's board of directors) on the record date referred to in this paragraph (c) below of the indebtedness, assets, securities, rights, options or warrants distributable to in respect of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereofStock. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment adjustments shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to clause(iii) above of this Section 7(csubsection(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “"F” " in the above formula was the fair market value described in the definition of “F” on the record date of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(csubsection (c), if “"M-F” " in the above formula is less than $1.00, the Company may elect to, and if “M-F” 1.00 (or is a negative number, the Company shall, ) then in lieu of the adjustment otherwise required by this Section 7(csubsection (c), the Company may elect to distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants warrants been exercised immediately prior to the record date for such distribution. This subsection does not apply to rights, options or warrants referred to in subsection(b) of this Section12.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries (excluding cash other than dividends or distributions for which Section 7(ppaid exclusively in cash), (iii) hereof is applicableany shares of capital stock of the Company other than Common Stock, and (iv) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities acquire any of the Companyforegoing or to acquire any Common Stock of the Company (the items referred to in the foregoing clauses (i)-(iv) being hereinafter collectively referred to as the "Distributed Property"), the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Price shall be adjusted in accordance with the formula: N’ E' = N E x M - F ----- M where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. N E = the then current number of shares of Common Stock issuable upon exercise of each WarrantExercise Price. M = the current market price Current Market Value per share of Common Stock on the record date mentioned below. F = the fair market value on the record date mentioned below of the assetsDistributed Property, securities, rights, options or warrants distributable to the holder of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall (as reasonably determine the fair market value determined in good faith and such determination shall be conclusiveby the Board of Directors of the Company). The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any an adjustment is made pursuant to this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant Exercise Price shall be immediately readjusted as if “"F” " in the above formula was the fair market value described in the definition of “F” on the record date of the indebtedness, assets or securities capital stock actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything This subsection does not apply to the contrary contained any dividend or distribution referred to in subsections (a) or (b) of this Section 7(c)11. Notwithstanding the foregoing, if “M-F” in the above formula is event that the fair market value of the Distributed Property so distributed exceeds such Current Market Value per share of Common Stock, or such Current Market Value exceeds such fair market value by less than $1.000.10 per share, the Company may elect to, and if “M-F” is a negative number, the Company shallExercise Price shall not be adjusted pursuant to this subsection (c) and, in lieu of the adjustment otherwise required by this Section 7(c)such an adjustment, distribute adequate provision will be made so that each Holder will be entitled to the holders receive upon exercise of the Warrants, upon exercise thereof, Warrants the assets, securities, rights, options or warrants (or the proceeds thereof) which amount of Distributed Property such Holder would have been distributed to such holders received had such Warrants been exercised immediately prior to the record date Record Date for such distribution. In addition, notwithstanding the foregoing provisions of this subsection (c), no adjustment shall be made hereunder for any distribution of Distributed Property if the Company makes proper provision so that each Holder who exercises a Warrant (or any portion thereof) after the date fixed for determination of shareholders entitled to receive such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of Distributed Property that such Holder would have been entitled to receive if such Holder had, immediately prior to such determination date, exercised such Warrant; provided that, with respect to any Distributed Property that is convertible, exchangeable or exercisable, the foregoing provision shall only apply to the extent (and so long as) the Distributed Property receivable upon exercise of such Warrant would be convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 60 days following exercise of such Warrant. Rights or warrants distributed by the Company to all Holders of its Common Stock (whether before or after the date hereof) entitling the Holders thereof to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (the "Trigger Event") (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed to be distributed for purposes of this subsection (c) (and the appropriate adjustment to the Exercise Price shall be required) only upon the occurrence of the earliest Trigger Event. In addition, in the event of any distribution of rights or warrants, or any Trigger Event with respect thereto, that shall have resulted in an adjustment to the Exercise Price under this subsection (c), (1) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any Holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all Holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise by any Holder thereof, the Exercise Price shall be readjusted as if such distribution had not occurred. If after an adjustment a holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the Company shall determine the allocation of the adjusted Exercise Price between the classes of capital stock. After such allocation, the exercise privilege and the Exercise Price of each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section.

Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicableincluding cash) or debt or other securities or any rights, options or warrants to purchase the debt securities, assets or debt or other securities of the CompanyCompany (other than Common Stock), the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula: N’ = N x M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. M = the current market price Closing Price per share of Common Stock on the record Business Day immediately preceding the ex-dividend date mentioned belowfor such distribution. F = the fair market value on the record ex-dividend date for such distribution of the assets, securities, rights, options rights or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in good faith and such determination shall be conclusivefaith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the such distribution. This Section 7(csubsection (c) does not apply to regular quarterly cash dividends including increases thereof or rights, options or warrants referred to in subsection (b) of this Section 7(b)11. If any adjustment is made pursuant to this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record ex-dividend date for such distribution of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record dateex-dividend date for such distribution. Notwithstanding anything to the contrary contained in this Section 7(csubsection (c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(csubsection (c), distribute to the holders of the Warrants, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

Adjustment for Other Distributions. If the Company distributes fixes a record date for the distribution to all holders of its Common Stock of (i) any evidences of indebtedness of the Company or any of its subsidiaries, (ii) any assets of the Company or any of its subsidiaries, whether in cash, property or otherwise (excluding other than regularly scheduled cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in capital stock for which adjustment is made under Section 7(p4(a)), or (iii) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase acquire any of the assets foregoing or debt or to acquire any other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant Exercise Rate shall be adjusted in accordance with the formula (it being understood that in no event shall the fraction M be less than zero): E' = E x M --- M-F and the Exercise Price shall be decreased (but not increased) in accordance with the following formula: N’ EP' = N EP x M E -- E' where: N’ E' = the adjusted number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate. N E = the current number of shares of Common Stock issuable upon exercise of each WarrantExercise Rate on the record date referred to in this paragraph (c) above. EP' = the Adjusted Exercise Price. EP = the current Exercise Price on the record date referred to in this paragraph (c) below. M = the current market price Current Market Value per share of Common Stock on the record date mentioned belowreferred to in this paragraph (c) above. F = the fair market value (as determined in good faith by the Company's board of directors) on the record date referred to in this paragraph (c) above of the indebtedness, assets, securities, rights, options or warrants distributable to in respect of one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereofStock. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive. The adjustment adjustments shall be made successively whenever any such distribution record date is made fixed and shall become effective immediately after the such record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b)date. If any adjustment is made pursuant to clause (iii) above of this Section 7(csubsection (c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, in full, any adjustment made to the Warrant Exchange Rate and the Exercise Price which was made upon the record date fixed in respect of such rights, options or warrants, and any subsequent adjustments based thereon, shall be immediately readjusted as if “recomputed on the basis that "F” " in the above formula was had been the fair market value described in the definition of “F” on the record date of the indebtedness or assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the such record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, subsection (c) in lieu of the adjustment otherwise required by this Section 7(csubsection (c), the Company may elect to distribute to the holders holder of the Warrantsthis Warrant, upon exercise thereof, the evidences of indebtedness, assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders holder had such Warrants this Warrant been exercised immediately prior to the record date for such distribution.