Certain Adjustments. (a) Stock Dividend; Reclassifications; Recapitalizations; Etc. While this Debenture is outstanding, in the event the Company: (i) pays a dividend in Common Stock or makes a distribution in Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares, (iii) combines its outstanding Common Stock into a smaller number of shares or (iv) increases or decreases the number of shares of Common Stock outstanding by reclassification of its Common Stock, then the Voluntary... Conversion Price on the record date of such division or distribution or the effective date of such action shall be adjusted by multiplying such Voluntary Conversion Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event. (b) Combination; Liquidation. While this Debenture is outstanding, in the event of a Combination (as defined below), each Holder shall have the right to receive upon conversion of the Debenture the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Debenture been converted immediately prior to such event (subject to further adjustment in accordance with the terms hereof). The Company shall provide that the surviving or acquiring Person (the "Successor Company") in such Combination will assume by written instrument the obligations under this Section 2 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. "Combination" means an event in which the Company consolidates with, merges with or into, or any other corporate reorganization in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization, or sells all or substantially all of its assets to another Person. In the event Company remains a surviving entity after the sale of all or substantially all of its assets to another Person, Company shall remain secondarily liable to Holders in the event of non-payment by the other Person upon a request for redemption by Holders. In the occurrence of an event combination where consideration to the Holders of Common Stock in exchange for their shares is payable solely in cash or the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, at their election upon surrender of their Debenture, distributions on an equal basis with the holders of Common Stock or other securities issuable upon conversion of the Debenture, as if the Debenture had been converted immediately prior to such event. Notwithstanding anything to the contrary contained herein, in the event of a Combination, Holders shall have the right to request redemption of the Debenture or any portion thereof. (c) Notice of Adjustment. While this Debenture is outstanding, should the Company propose to take any action set forth in Section 2(a) or 2(b), the Company shall send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Debenture Register, and shall specify the record date for the proposed event, shall briefly indicate the effect of the proposed event on the securities or property issuable upon the conversion of the Debenture, and shall indicate the effect of the proposed event, if any, on the Voluntary Conversion Price (after giving effect to any adjustment pursuant to Section 2).View More
