Pro Rata Distributions. During such time as this Note is outstanding, if the shall declare or make any dividend or other distribution of its assets or rights or warrants to acquire its assets, or subscribe for or purchase any security other than Common Stock, to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation with respect to the or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation with respect to the or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act).
Pro Rata Distributions. During suchIf the , at any time aswhile this Note is outstanding, if the shall declare or makedistributes to all holders of Common Stock # evidences of its indebtedness, # any dividend or othersecurity (other than a distribution of its assets orCommon Stock covered by the preceding paragraph), # rights or warrants to acquire its assets, or subscribe for or purchase any securitysecurity, or # any other than Common Stock, to holdersasset (in each case, “Distributed Property”), then, at the request of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any timethe Investor delivered before the 90th day after the issuancerecord date fixed for determination of shareholders entitled to receive such distribution, the will deliver to the Investor, within five Trading Days after such request (or, if later, on the effective date of such distribution), the Distributed Property that the Investor would have been entitled to receive in respect of the Underlying Shares for which this Note could have been converted immediately prior to such record date. If such Distributed Property is not delivered to the Investor pursuant to the preceding sentence, then upon any conversion of this Note, then, in eachNote that occurs after such case,record date, the HolderInvestor shall be entitled to participatereceive, in such Distributionaddition to the same extentUnderlying Shares otherwise issuable upon such conversion, the Distributed Property that the HolderInvestor would have participated therein if the Holder had held thebeen entitled to receive in respect of such number of sharesUnderlying Shares had the Investor been the record holder of Common Stock acquirable upon complete conversion ofsuch Underlying Shares immediately prior to such record date. Notwithstanding the foregoing, this Note (without regard[Section 10(b)] shall not apply to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the datedistribution of which a record is taken for such Distribution, or, if no such record is taken, the date asrights or securities in respect of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation with respect toadoption by the or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distributionshareholder rights plan, which events shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation with respect to the or any other publicly-traded corporation subject to Section 13(d) of the Exchange Act)covered by [Section 10(a)].
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