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current market price and the denominator of which shall be the number of Series
A Preferred Shares outstanding on such record date plus the number of additional
Series A Preferred Shares and/or equivalent shares to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board,
whose determination shall be described in a statement filed with the Rights
Agent and shall be binding on the holders of the Rights. Series A Preferred
Shares owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation. Such adjustments shall be
made successively whenever such a record date is fixed; and in the event that
such rights or warrants are not so issued, the Purchase Price shall be adjusted
to be the Purchase Price that would then be in effect if such record date had
not been fixed.
(c) In case the Company shall fix a record date for the distribution to
all holders of the Series A Preferred Shares (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing or surviving corporation) of any debt securities, cash or assets
(other than a regular quarterly cash dividend or a dividend payable in Series A
Preferred Shares) or subscription rights or warrants (excluding those referred
to in Section 11(b) hereof), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current per share market price of the Series A Preferred Shares (as
defined in Section 11(d) hereof) on such record date, less the fair market value
(as determined in good faith by the Board, whose determination shall be
described in a statement filed with the Rights Agent and binding on the holders
of Rights) of the portion of the assets or debt securities so to be distributed
or of such subscription rights or warrants applicable to one Series A Preferred
Share and the denominator of which shall be such current per share market price
of the Series A Preferred Shares (as determined pursuant to Section 11(d)
hereof). Such adjustments shall be made successively whenever such a record date
is fixed; and in the event that such distribution is not so made, the Purchase
Price shall again be adjusted to be the Purchase Price that would then be in
effect if such record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the "current per
share market price" of the Common Shares on any date shall be deemed to be the
lesser of (x) the average of the daily closing prices per Common Share for the
30 consecutive Trading Days immediately prior to, but not including, such date
or (y) the average of the daily closing prices per Common Share for the 30
consecutive Trading Days immediately following, but not including, such date;
provided, however, that in the event that the current per share market price of
the Common Shares is determined during a period following the announcement by
the issuer of such Common Shares of a dividend or distribution on such Common
Shares payable in such Common