Common use of Rights Offering Clause in Contracts

Rights Offering. If, at any time during the Exercise Period, Dura shall issue or sell or fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock), in any such case, at a price per share (or having a conversion price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than the Closing Price on the date of such issuance or sale or on such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such Closing Price, and the Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v) shall, in the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or sale.

Rights Offering. If, If and whenever at any time during the Exercise Period, Dura the Company shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Convertible Securities) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date of such issuance or sale or on such record date, as then the case may be, then, Exchange Number will be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exchange Number in effect on such record date by a fraction, (A) the numerator of which the denominator shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the Exercise Price numerator shall be appropriately adjustedthe total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). The time Any Common Shares owned by or held for the account of occurrence the Company or any subsidiary of an event giving rise the Company shall be deemed not to an be outstanding for the purpose of any such computation. Such adjustment pursuant will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 13(v2.1(b)(ii) shallare fixed within a period of 25 trading days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number will then be readjusted to the Exchange Number which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, If the Company at any time during after the Exercise Perioddate of issuance of the Warrants and before 5:00 p.m., Dura New York time, on the Expiration Date shall issue or sell or fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock), in any such case, at a price per share (or having a conversion price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Durathe Company) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than the Closing Price on the date of such issuance or sale or on such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date, as the case may be, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that the Holdereach holder thereafter, thereafter during the Exercise Period, shall will be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Holder holder would have been entitled to receive immediately before the date of such issuance or sale or such record date by a fraction, (A) the numerator of which shall will be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeableconvertible) and (B) the denominator of which shall will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such Closing Price, and the Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v) shall, in the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or sale.

Rights Offering. If, If LIGAND at any time during after the date of issuance hereof and before 5:00 p.m., San Diego time, on the last day of the Exercise Period, Dura shall issue or sell or fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling the holders thereof them to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock), in any such case, at a price per share (or having a conversion price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of DuraLIGAND) of any consideration paid for any such rights, options, warrants warrants, or convertible or exchangeable securities, is greater than the Exercise Price and less than the Closing Price on the date of such issuance or sale or on such a record date, as the case may be, date then, immediately after the date of such issuance or sale sale, or on such record date, the number of shares to be delivered upon exercise of the Warrants this Warrant shall be appropriately increased so that the HolderHolder thereafter, thereafter during the Exercise Period, shall will be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such the Holder would have been entitled to receive immediately before the date of such issuance or sale or such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such Closing Price, and the Exercise Price numerator of which will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and the exercise price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v9(d) shall, in the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or sale.

Rights Offering. If, and whenever at any time during the Exercise Adjustment Period, Dura shall issue or sell or the Company will fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date earlier of such issuance or sale or record date and the date on which the Company announces its intention to make such record date, as the case may beissue, then, in each such case, the Share Rate will be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Share Rate in effect on such record date by a fraction, (A) the numerator of which shall the denominator will be the total number of shares of Common Stock Shares outstanding on such record date plus the number arrived at when (A) either the product of additional shares (1) the number of Common Stock Shares offered for subscription and (2) the price at which those Common Shares are offered, or purchase the product of (3) the conversion price thereof and (4) the maximum number of Common Shares for or into which the convertible or exchangeable securities so offered are initially convertible pursuant to the rights offering may be converted or exchangeable) and exchanged, as the case may be, is divided by (B) the denominator Current Market Price on the record date, and of which shall the numerator will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the aggregate initial conversion price convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Company or any Subsidiary of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in Section 4.7(b)(iii) hereof are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Share Rate will then be readjusted to the Share Rate which would then be in effect based upon the number of Common Shares (or securities convertible securities so offeredinto or exchangeable for Common Shares) would purchase at actually issued upon the exercise of such Closing Pricerights, and the Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v) shalloptions or warrants, in as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, at any time during the Exercise Period, Dura shall issue or sell or fix a record date for the issuance of rights, options, warrants or convertible or exchangeable securities to all holders of Common Stock entitling the holders thereof to subscribe for or purchase Common Stock (or securities convertible into or exchangeable for Common Stock), in any such case, at a price per share (or having a conversion price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board board of Directors directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than the Closing Price on the date of such issuance or sale or on such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on such date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares so offered for subscription or purchase (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such Closing Price, and the Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v12(a)(v) shall, in the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or sale.

Rights Offering. If, and whenever at any time during the Exercise Adjustment Period, Dura shall issue or sell or the Corporation will fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date earlier of such issuance or sale or record date and the date on which the Corporation announces its intention to make such record date, as the case may beissue, then, in each such case, the Share Rate will be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Share Rate in effect on such record date by a fraction, (A) the numerator of which shall the denominator will be the total number of shares of Common Stock Shares outstanding on such record date plus the number arrived at when (A) either the product of additional shares (1) the number of Common Stock Shares offered for subscription and (2) the price at which those Common Shares are offered, or purchase the product of (3) the conversion price thereof and (4) the maximum number of Common Shares for or into which the convertible or exchangeable securities so offered are initially convertible pursuant to the rights offering may be converted or exchangeable) and exchanged, as the case may be, is divided by (B) the denominator Current Market Price on the record date, and of which shall the numerator will be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the aggregate initial conversion price convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in Section 4.7(b)(iii) hereof are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Share Rate will then be readjusted to the Share Rate which would then be in effect based upon the number of Common Shares (or securities convertible securities so offeredinto or exchangeable for Common Shares) would purchase at actually issued upon the exercise of such Closing Pricerights, and the Exercise Price shall be appropriately adjusted. The time of occurrence of an event giving rise to an adjustment pursuant to this Section 13(v) shalloptions or warrants, in as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, If and whenever at any time during the Exercise Adjustment Period, Dura the Company shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date of such issuance or sale or on such record date, as then the case may be, then, Exercise Price shall be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exercise Price in effect on such record date by a fraction, (A) of which the numerator of which shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 14(b)(ii) are fixed within a period of 25 Business Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be appropriately adjusted. The time readjusted to the Exercise Price which would then be in effect based upon the number of occurrence Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of an event giving rise to an adjustment pursuant to this Section 13(v) shallsuch rights, in options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, If and whenever at any time during the Exercise Adjustment Period, Dura the Company shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date of such issuance or sale or on such record date, as then the case may be, then, Exercise Price shall be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exercise Price in effect on such record date by a fraction, (A) of which the numerator of which shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Business Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be appropriately adjusted. The time readjusted to the Exercise Price which would then be in effect based upon the number of occurrence Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of an event giving rise to an adjustment pursuant to this Section 13(v) shallsuch rights, in options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, and whenever at any time during the Exercise Adjustment Period, Dura the Corporation shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date earlier of such issuance or sale or record date and the date on which the Corporation announces its intention to make such record date, as the case may beissue, then, in each such case, the Share Rate will be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Share Rate in effect on such record date by a fraction, (A) the numerator of which the denominator shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number arrived at when (A) either the product of additional shares (1) the number of Common Stock Shares offered for subscription and (2) the price at which those Common Shares are offered, or purchase the product of (3) the conversion price thereof and (4) the maximum number of Common Shares for or into which the convertible or exchangeable securities so offered are initially convertible pursuant to the rights offering may be converted or exchangeable) and exchanged, as the case may be, is divided by (B) the denominator Current Market Price on the record date, and of which the numerator shall be the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that the aggregate offering price of the total number of shares Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the aggregate initial conversion price convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the convertible securities so offered) would purchase at such Closing Price, and Corporation or any Subsidiary of the Exercise Price Corporation shall be appropriately adjusteddeemed not to be outstanding for the purpose of any such computation. The time of occurrence of an event giving rise to an Such adjustment pursuant to this Section 13(v) shall, in the case of will be made successively whenever such a dividend, be the record date and shallis fixed, in the case of an issuance or sale, be the date of such issuance or sale.provided that if two or

Rights Offering. If, If and whenever at any time during the Exercise Adjustment Period, Dura the Company shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date of such issuance or sale or on such record date, as then the case may be, then, Exercise Price shall be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exercise Price in effect on such record date by a fraction, (A) of which the numerator of which shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Company or any Subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of twenty five (25) Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be appropriately adjusted. The time readjusted to the Exercise Price which would then be in effect based upon the number of occurrence Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of an event giving rise to an adjustment pursuant to this Section 13(v) shallsuch rights, in options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, If and whenever at any time during the Exercise Adjustment Period, Dura the Corporation shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) thatless than 95% of the Current Market Price on such record date (a “Rights Offering”), together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than then the Exercise Price and less than the Closing Price on the date of such issuance or sale or on shall be adjusted immediately after such record date, as the case may be, then, immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exercise Price in effect on such record date by a fraction, (A) of which the numerator of which shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 12(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be appropriately adjusted. The time readjusted to the Exercise Price which would then be in effect based upon the number of occurrence Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of an event giving rise to an adjustment pursuant to this Section 13(v) shallsuch rights, in options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.

Rights Offering. If, If and whenever at any time during the Exercise Adjustment Period, Dura the Company shall issue or sell or fix a record date for the issuance issue of rights, options, options or warrants or convertible or exchangeable securities to all or substantially all of the holders of Common Stock Shares entitling the holders thereof thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase Common Stock Shares (or securities convertible into or exchangeable for Common Stock), in any such case, Shares) at a price per share (or having a conversion or exchange price per share) that, together with the value (if for consideration other than cash, as reasonably determined in good faith by the Board of Directors of Dura) of any consideration paid for any such rights, options, warrants or convertible or exchangeable securities, is greater than the Exercise Price and less than 95% of the Closing Current Market Price on the date of such issuance or sale or on such record date, as then the case may be, then, Exercise Price shall be adjusted immediately after the date of such issuance or sale or on such record date, the number of shares to be delivered upon exercise of the Warrants shall be appropriately increased date so that it will equal the Holder, thereafter during the Exercise Period, shall be entitled to receive the number of shares of Common Stock rate determined by multiplying the number of shares such Holder would have been entitled to receive immediately before the date of such issuance or sale or Exercise Price in effect on such record date by a fraction, (A) of which the numerator of which shall be the total number of shares of Common Stock Shares outstanding on such record date plus the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are initially convertible or exchangeable) and (B) the denominator of which shall be Shares equal to the number of shares of Common Stock outstanding on such date plus the number of shares of Common Stock that arrived at by dividing the aggregate offering price of the total number of shares additional Common Shares so offered for subscription or purchase (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so offered) would purchase at by such Closing Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable). Any Common Shares owned by or held for the account of the Company or any Subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided that if two or more such record dates referred to in this paragraph 11(b)(ii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be appropriately adjusted. The time readjusted to the Exercise Price which would then be in effect based upon the number of occurrence Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of an event giving rise to an adjustment pursuant to this Section 13(v) shallsuch rights, in options or warrants, as the case of a dividend, be the record date and shall, in the case of an issuance or sale, be the date of such issuance or salemay be.