Common use of Adjustments for Other Distributions Clause in Contracts

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights or warrants referred to in Section 10.08. 49

Adjustments for Other Distributions. If the Parent Issuer distributes to all holders of shares of Parent its Common Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Common Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Common Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0913.9, the number of shares of Parent Common Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Common Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Common Stock owned by or held for the account of the Parent Issuer shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 13.9 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 13.7 or to rights or warrants referred to in Section 10.08. 4913.8.

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of its Parent Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such record date, if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.

Adjustments for Other Distributions. If the Parent Corporation distributes pro rata to all holders of the Common Stock shares of Parent Stock any assets class of capital stock (excluding the Common Stock), or debt securities or any options, rights or warrants to purchase securitiesacquire any class of capital stock (including the Common Stock), or other assets of the Corporation (excluding capital stock of the Corporation held in its treasury) and does not make an equivalent distribution with respect to the PIK Preferred Stock, then, and in any such case, the conversion price or conversion rate number of shares of Common Stock into which each share of the PIK Preferred Stock shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the conversion price or dividing number of shares of Common Stock into which such share of the conversion rate, as the case may be, in effect PIK Preferred Stock was convertible immediately prior to the opening record date of business such distribution by a fraction of which (x) the numerator shall be the Fair Market Value per share of the Common Stock on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value and (as determined by the Board of Directorsy) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be such Fair Market Value less the total number then-Fair Market Value per share of shares of Parent Common Stock outstanding on such record date multiplied by such Average Market Priceor the securities or assets so distributed. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The Such adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after on the record date for the determination of stockholders the holders of Common Stock entitled to receive the distribution. Shares of Parent Stock owned by or held for Notwithstanding the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 foregoing, if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to Corporation distributes rights or warrants referred pro rata to holders of the Common Stock (the "Rights"), then the Corporation may, in lieu of making any adjustment pursuant to this Section 10.08. 496(e)(ii), make proper provision so that each holder of a share of PIK Preferred Stock that is converted into Common Stock after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights ("the Distribution Date"), the same number of Rights to which a holder of a number of shares of the Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and, (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of the Common Stock into which a share of the PIK Preferred Stock so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights.

Adjustments for Other Distributions. If Subject to Section 12(a), if the Parent Company distributes to all holders of shares its Common Stock (i) any evidences of Parent Stock indebtedness of the Company, (ii) any assets of the Company (excluding cash dividends or debt securities other cash distributions or distributions from current or retained earnings other than any rights Extraordinary Cash Dividend and excluding transfers of LLC Warrants pursuant to Section 11 hereof), or (iii) any rights, options or warrants to purchase securitiesacquire any of the foregoing or to acquire any other securities of the Company, the conversion price or conversion rate Exercise Rate shall be adjusted by multiplying in accordance with the conversion price or dividing formula: E(1) = E X M ----- M - F where: E(1) = the conversion rate, as adjusted Exercise Rate. E = the case may be, in effect Exercise Rate immediately prior to the opening Time of business Determination of such distribution. M = the 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 by a fractionof the indebtedness, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Dateassets, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights rights, options or warrants so distributed, and distributable to one share of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Common Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares If an adjustment is made pursuant to clause (iii) above of Parent Stock owned by or held for the account this subsection 12(c) as a result of the Parent issuance of 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 on the record date of the indebtedness or assets 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 the foregoing, provisions of this Subsection 12(c), (x) an event which would otherwise give rise to an adjustment pursuant to this Subsection 12(c) shall not be deemed give rise to such an adjustment if the Company includes the Holders of the Warrants in such distribution pro rata to the number of shares of Common Stock issued and outstanding for after giving effect to the purpose of any such adjustment. No Warrant Shares as if they were issued and outstanding and (y) no adjustment shall be made under pursuant to this Section 10.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior 12(c) with respect to such adjustmentcash dividends other than Extraordinary Cash Dividends. This Section Subsection 12(c) does not apply to cash dividends or distributions. Alsorights, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights options or warrants referred to in Section 10.08. 49Subsection 12(b).

Adjustments for Other Distributions. If the Parent Corporation distributes pro rata to all holders of the Common Stock shares of Parent Stock any assets class of capital stock (excluding the Common Stock), or debt securities or any options, rights or warrants to purchase securitiesacquire any class of capital stock (including the Common Stock), or other assets of the Corporation (excluding capital stock of the Corporation held in its treasury) and does not make an equivalent distribution with respect to the PIK Preferred Stock, then, and in any such case, the conversion price or conversion rate number of shares of Common Stock into which each share of the PIK Preferred Stock shall be convertible shall be adjusted so that the same shall equal the number determined by multiplying the conversion price or dividing number of shares of Common Stock into which such share of the conversion rate, as the case may be, in effect PIK Preferred Stock was convertible immediately prior to the opening record date of business such distribution by a fraction of which (x) the numerator shall be the Fair Market Value per share of the Common Stock on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value and (as determined by the Board of Directorsy) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be such Fair Market Value less the total number then-Fair Market Value per share of shares Common Stock of Parent Stock outstanding on such record date multiplied by such Average Market Pricethe securities or assets so distributed. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The Such adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after on the record date for the determination of stockholders the holders of Common Stock entitled to receive the distribution. Shares of Parent Stock owned by or held for Notwithstanding the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 foregoing, if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to Corporation distributes rights or warrants referred pro rata to holders of the Common Stock (the "Rights"), then the Corporation may, in lieu of making any adjustment pursuant to this Section 10.08. 496(e)(ii), make proper provision so that each holder of a share of PIK Preferred Stock that is converted into Common Stock after the record date for such distribution and prior to the expiration or redemption of the Rights shall be entitled to receive upon such conversion, in addition to the Common Stock issuable upon such conversion (the "Conversion Shares"), a number of Rights to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of Rights of separate certificates evidencing such Rights ("the Distribution Date"), the same number of Rights to which a holder of a number of shares of the Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions of and applicable to the Rights; and, (ii) if such conversion occurs after the Distribution Date, the same number of Rights to which a holder of the number of shares of the Common Stock into which a share of the PIK Preferred Stock so converted was convertible immediately prior to the Distribution Date would have been entitled on the Distribution Date in accordance with the terms and provisions of and applicable to the Rights.

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent its Company Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent Company Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights or warrants referred to in Section 10.08. 49Section 10.10.

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such record date, if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of its Parent Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent Company Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.

Adjustments for Other Distributions. If In case the Parent distributes Company shall distribute to all or substantially all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock), evidences of indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (a) or (b) of this Section 2), or shall distribute to all or substantially all holders of its Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in Section 2(c) and also excluding the distribution of rights to all holders of shares Common Stock pursuant to the Company’s stockholders rights plan or the detachment of Parent Stock any assets or debt securities or any such rights or warrants to purchase securities, under the conversion price or conversion rate shall be adjusted by multiplying terms of such stockholder rights plan) (an “Asset Distribution”) then in each such case the conversion price or dividing the conversion rate, as the case may be, Purchase Price in effect immediately prior to the opening of business on the record date mentioned below with respect to the Asset Distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Purchase Price by a fraction, fraction of which the numerator shall be the total number Closing Price per share of shares of Parent the Common Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value on such record date (as determined in good faith by the Board of Directors, whose determination shall be conclusive evidence of such fair market value) of the portion of the Asset Distribution applicable to one share of Common Stock (determined on such the basis of the number of shares of Common Stock outstanding on the record date of said assets or debt securities or rights or warrants so distributed, date) and of which the denominator shall be the total number Closing Price per share of shares of Parent the Common Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The Such adjustment shall be made successively whenever any such distribution is made, made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive the such distribution. Shares of Parent Stock owned by or held for In the account event the then fair market value (as so determined) of the Parent portion of the capital stock, evidences of indebtedness or other assets so distributed or of such rights or warrants applicable to one share of Common Stock is equal to or greater than the Closing Price per share of the Common Stock on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that the Registered Holder shall have the right to receive upon conversion the amount of capital stock, evidences of indebtedness or other assets so distributed or of such rights or warrants such holder would have received had such holder exercised the Warrant on such record date. In the event that such dividend or distribution is not so paid or made, the Purchase Price shall again be adjusted to be the Purchase Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 2(d) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock. In the event shares of Common Stock are delivered to the Registered Holder upon exercise of this Warrant, to the extent that the Rights Agreement, dated as of November 2, 1994 or any future rights plan is in effect upon such conversion (the “Rights Agreement”), the Registered Holder shall receive, in addition to the Common Stock, the rights described therein (whether or not the rights have separated from the Common Stock at the time of exercise), subject to the limitations set forth in the Rights Agreement. Any distribution of rights or warrants pursuant to a Rights Agreement complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 2. Rights or warrants distributed by the Company to all holders of Common Stock 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 (“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 outstanding not to have been distributed for purposes of this Section 2 (and no adjustment to the purpose Purchase Price under this Section 2 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any such adjustment. No adjustment is required) to the Purchase Price shall be made under this Section 10.09 if 2(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the adjusted conversion price would Original Issue Date, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be higher thandeemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the adjusted conversion rate would be less thantype described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Purchase Price under this Section 2 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the conversion price Purchase Price shall be readjusted upon such final redemption or conversion raterepurchase to give effect to such distribution or Trigger Event, as the case may be, in effect prior as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights or warrants referred (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 Section 10.08. 49the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Purchase Price shall be readjusted as if such rights and warrants had not been issued.

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. 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. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section 11.10.