Common use of Convertible Securities Clause in Contracts

Convertible Securities. Except as provided in Section 7.4, in case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Fair Market Value Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Fair Market Value Per Share as herein provided and (B) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. If For purposes of this Section 6(a)(v), the price per share so determined effective date of such adjustment and the date as of which the Fair Market Value Per Share shall be less than the applicable Purchase Price, then such issue or sale computed shall be deemed the earliest of (1) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to be an issue receive any such Convertible Securities, (2) the date on which the Company shall enter into a firm contract or sale commitment for cash the issuance of such Convertible Securities and (as of 3) the date of issue or sale actual issuance of such Convertible Securities. No adjustment of the Aggregate Number shall be made under this Section 6(a)(v) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon issuance of any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights if an adjustment shall previously have been made or if no such adjustment shall have been converted required upon the issuance of such warrants, options or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect other rights pursuant to any shares of Common Stock already issued upon exercise of the WarrantSection 6(a)(iv) hereof.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Closing Fair Market Value Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date determined in accordance with the following sentence and (B) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. If For purposes of this Section 6(a)(v), the price per share so determined effective date of such adjustment shall be less than the applicable Purchase Priceearliest of (1) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such Convertible Securities, then (2) the date on which the Company shall enter into a firm contract or commitment for the issuance of such issue or sale shall be deemed to be an issue or sale for cash Convertible Securities and (as of 3) the date of issue or sale actual issuance of such Convertible Securities. No adjustment of the Aggregate Number shall be made under this Section 6(a)(v) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon issuance of any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights if an adjustment shall previously have been made or if no such adjustment shall have been converted required upon the issuance of such warrants, options or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect other rights pursuant to any shares of Common Stock already issued upon exercise of the WarrantSection 6(a)(iv) hereof.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall issue or sell Convertible Securities (or any warrants, options or other rights to subscribe for Convertible Securities or Common Stock (other than Exempt Issuances, which shall not result in adjustments pursuant to this Section 5(a)(iv)), whether or not the rights to subscribe, exchange or convert thereunder are immediately exercisable), and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities (or such warrants, options or other rights to subscribe for Convertible Securities or Common Stock) shall be less than the Trigger Price Per Share, then the Exercise Price and Aggregate Number shall be adjusted as provided in Section 7.4, in case the Company shall issue or sell any securities convertible into Common Stock of the Company 5(a)(iii) hereof ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable including being subject to the Company upon limitation that under no circumstances shall the conversion operation of Section 5(a)(iii) result in the Exercise Price being reduced to a price below the Applicable Consolidated Closing Bid Per Share Price (giving effect to any prior Stock Subdivisions or exchange thereof, by Stock Combinations)) on the basis that (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities or pursuant to all such warrants, options or other rights (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) shall be deemed to have been issued as of the date (1) on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive such Convertible Securities (or such warrants or options or other rights to subscribe for Convertible Securities) or (2) of actual issuance of such Convertible Securities. If Securities (or such warrants or options or other rights to subscribe for Convertible Securities or Common Stock), as applicable, and (B) the price per share so determined shall be less than the applicable Purchase Price, then aggregate consideration for such issue or sale maximum number of additional shares of Common Stock shall be deemed to be an issue or sale for cash the minimum consideration received and receivable by the Company (as of set forth in the date of issue or sale instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such Convertible Securitiesconsideration) for the issuance of such maximum number of additional shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, pursuant to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all terms of such Convertible Securities which shall have been converted (or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect such warrants or options or other rights to any shares of subscribe for Convertible Securities or Common Stock already issued upon exercise of the WarrantStock).

Convertible Securities. Except as provided in Section 7.4, in case If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving entity and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities (or any securities convertible into Common Stock of the Company ("warrants, options or other rights to subscribe for Convertible Securities") after ), whether or not the Original Issue Daterights to subscribe, there shall be determined exchange or convert thereunder are immediately exercisable, and the price consideration per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock which may at any time thereafter be issuable upon pursuant to the conversion or exchange of all terms of such Convertible Securities. If the price per share so determined Securities shall be less than the applicable Purchase PriceTrigger Price Per Share, then such issue or sale the Exercise Price shall be deemed to be an issue or sale for cash (adjusted as provided in Section 5(a)(iii) hereof. For purposes of this Section 5(a)(iv), the effective date of such adjustment and the date as of which the Trigger Price Per Share shall be computed shall be the earliest of (1) the date on which the Company shall take a record of issue or sale the holders of such Convertible Securities) of such maximum number of shares of its Common Stock at for the price per share so determined, provided that, if purpose of entitling them to receive any such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities or Common Stock), (2) the date on which the Company shall by their terms provide for an increase enter into a firm contract or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold commitment for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all issuance of such Convertible Securities which shall have been converted (or exchanged; provided thatany warrants or options or other rights to subscribe for Convertible Securities), notwithstanding and (3) the date of actual issuance of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities or Common Stock). Notwithstanding the foregoing, no readjustment if any proposed issuance of Convertible Securities referred to in clauses (1) and (2) above shall be effectuated hereunder abandoned by the Company (with respect to the result that no Convertible Securities have been or will be issued in connection with such proposed issuance), then any shares of Common Stock already issued upon exercise adjustment of the WarrantExercise Price pursuant to this Section 5(a)(iv) shall be automatically rescinded.

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue Datedate hereof, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securitiesSecurities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Fair Market Value Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Fair Market Value Per Share as herein provided and (B) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. If For purposes of this Section 6(a)(v), the price per share so determined effective date of such adjustment and the date as of which the Fair Market Value Per Share shall be less than the applicable Purchase Price, then such issue or sale computed shall be deemed the earliest of (1) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to be an issue receive any such Convertible Securities, (2) the date on which the Company shall enter into a firm contract or sale commitment for cash the issuance of such Convertible Securities and (as of 3) the date of issue or sale actual issuance of such Convertible Securities. No adjustment of the Aggregate Number shall be made under this Section 6(a)(v) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon issuance of any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights if an adjustment shall previously have been made or is contemporaneously made or if no such adjustment shall have been converted required upon the issuance of such warrants, options or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect other rights pursuant to any shares of Common Stock already issued upon exercise of the WarrantSection 6(a)(iv) hereof.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the stockholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities (or any warrants, options or other rights to subscribe for Convertible Securities or Common Stock (other than pursuant to the Permitted Stock Option Plan or Exempt Issuances, which shall not result in adjustments pursuant to this Section 6(a)(iv))), whether or not the rights to subscribe, exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Trigger Price Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all of such Convertible Securities. If the price per share so determined Securities shall be less than deemed to have been issued as of the applicable Purchase Price, then date of the determination of the Trigger Price Per Share as herein provided and (B) the aggregate consideration for such issue or sale maximum number of additional shares of Common Stock shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, minimum consideration received and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received receivable by the Company for the issue or sale issuance of all such additional shares of Common Stock pursuant to the terms of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities or Common Stock). For purposes of this Section 6(a)(iv), the effective date of such adjustment and the date as of which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment Trigger Price Per Share shall be effectuated hereunder with respect the date of actual issuance of such Convertible Securities (or any warrants or options or other rights to any shares of subscribe for Convertible Securities or Common Stock already issued upon exercise of the WarrantStock).

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the Stockholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities), whether or not the rights to subscribe, exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities) shall be less than the Trigger Price Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all of such Convertible Securities. If the price per share so determined Securities or pursuant to all such warrants, options or other rights shall be less than deemed to have been issued as of the applicable Purchase Price, then date of the determination of the Trigger Price Per Share as herein provided and (B) the aggregate consideration for such issue or sale maximum number of additional shares of Common Stock shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, minimum consideration received and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received receivable by the Company for the issue or sale issuance of all such additional shares of Common Stock pursuant to the terms of such Convertible Securities which shall have been converted (or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect any warrants or options or other rights to any shares of Common Stock already issued upon exercise of the Warrant.subscribe for Convertible

Convertible Securities. Except as provided in Section 7.4, in case If the Company shall in any manner issue or sell any securities convertible into Common Stock of Convertible Securities other than the Company ("Convertible Securities"rights, options, or warrants described in Section 6(A)(i) after hereof and if the Original Issue Date, there shall be determined the minimum price per share for which Common Stock is Shares are issuable upon the conversion or exchange thereof, of such determination to be made Convertible Securities (determined by dividing (ai) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereofthereof under the terms of such Convertible Securities at the time of making such computation, by (bii) the total maximum number of shares of Common Stock Shares issuable upon the conversion or exchange of all such Convertible Securities under the terms of such Convertible Securities. If Securities at the price per share so determined time of making such computation) shall be less than the applicable Purchase Price, then Exercise Price in effect immediately prior to the time of such issue or sale sale, then the total maximum number of Common Shares issuable upon conversion or exchange of all such Convertible Securities at the time of making such computation shall be deemed to be an issue or sale for cash (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for said price per share as so determined; provided, that no further adjustment of such maximum number of shares the Exercise Price shall be made upon the actual issue of Common Stock at Shares so deemed to have been issued unless the price per share received by the Company upon the actual issuance of Common Shares so determined, provided that, if deemed to be issued differs from the price per share which was last used to adjust the Exercise Price or unless by the terms of such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in price per share which the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith Company will receive upon any such increase becoming effectiveissuance of Common Shares differs from the price per share which was last used to adjust the Exercise Price, in either of which events the Exercise Price shall be readjusted adjusted upon the occurrence of either such event to reflect the samenew price per share of Common Shares; and, and further provided further, that upon the expiration of if any such rights of conversion issue or exchange sale of such Convertible Securities, if Securities is made upon exercise of any thereof shall not have right to subscribe for or to purchase or any option to purchase any such Convertible Securities for which an adjustment of the Exercise Price has been exercised, or is to be made pursuant to the adjusted Purchase provisions of Section 6(A)(i) then no further adjustment of the Exercise Price shall forthwith be readjusted and thereafter be made by reason of such issue or sale unless the price which it would have been had an adjustment been made on per share received by the basis that the only shares of Common Stock so issued or sold were issued or sold Company upon the conversion or exchange of such Convertible securities, and that they were Securities when actually issued differs from the price per share which was last used to adjust the Exercise Price or sold for the consideration actually received unless by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all terms of such Convertible Securities the price per share which the Company will receive upon any such issuance of Common Shares upon conversion or exchange of such Convertible Securities differs from the price per share which was last used to adjust the Exercise Price, in either of which events the Exercise Price shall be adjusted upon the occurrence of either of such events to reflect the new price per share of Common Shares; and, further provided, that, upon the termination of the right to convert or to exchange such Convertible Securities for Common Shares, (a) the number of Common Shares deemed to have been issued and outstanding by reason of the fact that they were issuable upon conversion or exchange of any such Convertible Securities, which were not so converted or exchanged; provided that, notwithstanding shall no longer be deemed to be issued and outstanding, and (b) the foregoing, no readjustment Exercise Price shall forthwith be effectuated hereunder with respect adjusted to any shares the price which would have prevailed had all adjustments been made on the basis of the issue only of the number of Common Stock already Shares actually issued upon exercise conversion or exchange of the Warrantsuch Convertible Securities. Such adjustments upon expiration shall have no effect on Warrants exercised prior to such expiration.

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue DateSeptember 6, 1996, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided thatPROVIDED, that if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided furtherPROVIDED, FURTHER, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than fifty percent (50%) of the Fully Diluted Common Stock immediately after the merger and for a period of at least one hundred eighty (180) days thereafter, or otherwise) issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Fair Market Value Per Share (determined on the date specified below), then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 7(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b1) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Fair Market Value Per Share as herein provided and (2) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. If For purposes of this Section 7(a)(v), the price per share so determined effective date of such adjustment and the date as of which the Fair Market Value Per Share shall be less than the applicable Purchase Price, then such issue or sale computed shall be deemed the earliest of (A) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to be an issue receive any such Convertible Securities, or sale for cash (as of B) the date of issue or sale actual issuance of such Convertible Securities. 16 14 No adjustment of the Aggregate Number shall be made under this Section 7(a)(v) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon issuance of any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights if an adjustment shall previously have been made or if no such adjustment shall have been converted required upon the issuance of such warrants, options or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect other rights pursuant to any shares of Common Stock already issued upon exercise of the WarrantSection 7(a)(iv) hereof.

Convertible Securities. Except If at any time after the Original Issuance Date, GenTek shall in any manner issue or sell Convertible Securities, other than, in any such case, upon a capital reorganization, reclassification, consolidation or merger to which Section 4.01(c) applies, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Current Market Value per share, then the number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant shall be adjusted as provided in Section 7.44.01(e) hereof on the basis that (x) the maximum number of additional shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Current Market Value per share as herein provided and (y) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by GenTek for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. For purposes of this Section 4.01(f), in case the Company adjustment shall be made successively whenever any such issuance is made and the effective date of such adjustment and the date as of which the Current Market Value per share shall be computed shall be the earliest of (A) the date on which GenTek shall enter into a firm contract or commitment for the issuance of such Convertible Securities and (B) the date of actual issuance of such Convertible Securities, provided that (A) no further adjustment shall be made upon the subsequent issue or sell any securities convertible into sale of shares of Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus except in the minimum aggregate amount case of additional considerationany such Convertible Securities which contain provisions requiring an adjustment, if any, payable subsequent to the Company upon date of the conversion issue or exchange sale thereof, by (b) of the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If Securities by reason of (x) a change of control of GenTek, (y) the price per share so determined shall be less than acquisition by and Person or group of Persons of any specified number or percentage of the applicable Purchase Pricevoting securities of GenTek or (z) any similar event or occurrence, then each such issue or sale shall case to be deemed hereunder to be an issue involve a separate issuance of shares of Common Stock, or sale for cash Convertible Securities, as the case may be; and (as of the date of issue or sale of B) if such Convertible Securities) Securities by their terms provide, with the passage of such maximum time or otherwise, for any increase in the consideration payable to GenTek, or decrease in the number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchangeissuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant computed upon the original issue, sale grant or assumption thereof, the adjusted Purchase Price and any subsequent adjustments based thereon, shall, forthwith upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time. If all the Common Stock deliverable upon conversion or exchange of such Convertible Securities has not been issued when such Convertible Securities are no longer outstanding, then the number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant shall promptly be readjusted to reflect the same, and provided further, number of shares of Common Stock purchasable on the exercise of each Tranche B Warrant that would then be in effect had the adjustment upon the expiration issuance of such rights Convertible Securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such Convertible Securities, if any thereof shall . This Section 4.01(f) does not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.apply to:

Convertible Securities. Except If at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities (or any warrants, options or other rights to subscribe for Convertible Securities or Common Stock, whether or not the rights to subscribe, exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Trigger Price Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all of such Convertible Securities. If the price per share so determined Securities or pursuant to all such warrants, options or other rights shall be less than deemed to have been issued as of the applicable Purchase Price, then date of the determination of the Trigger Price Per Share as herein provided and (B) the aggregate consideration for such issue or sale maximum number of additional shares of Common Stock shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, minimum consideration received and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received receivable by the Company for the issue or sale issuance of all such additional shares of Common Stock pursuant to the terms of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities or Common Stock). For purposes of this Section 6(a)(iv), the effective date of such adjustment and the date as of which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment Trigger Price Per Share shall be effectuated hereunder with respect to any shares computed shall be the earliest of (1) the date on which the Company shall take a record of the holders of its Common Stock already issued upon exercise for the purpose of entitling them to receive any such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities), (2) the Warrantdate on which the Company shall enter into a firm contract or commitment for the issuance of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities), and (3) the date of actual issuance of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities).

Convertible Securities. Except as For the purpose of the adjustment provided in Section 7.4Subsection 8(f)(1) hereof, in case if at any time or from time to time after the date hereof the Company shall issue any rights or sell any options for the purchase of, or stock or other securities convertible into into, Additional Shares of Common Stock of the Company (such convertible stock or securities being hereinafter referred to as "Convertible Securities"), then, in each case, if the Effective Price (as hereinafter defined) after the Original Issue Dateof such rights, there options or Convertible Securities shall be determined less than the price per share for which then existing Exercise Price, the Company shall be deemed to have issued at the time of the issuance of such rights or options or Convertible Securities the maximum number of Additional Shares of Common Stock is issuable upon the exercise or conversion or exchange thereof, such determination thereof and to be made by dividing (a) the total amount have received or receivable by the Company as consideration for the issue or sale issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such rights or options or Convertible Securities, plus plus, in the case of such options or rights, the minimum aggregate amount amounts of additional consideration, if any, payable to the Company upon exercise or conversion of such options or rights. For purposes of the conversion or exchange thereofforegoing, "Effective Price" shall mean the quotient determined by (b) dividing the total of all such consideration by such maximum number of shares Additional Shares of Common Stock. No further adjustment of the Exercise Price adjusted upon the issuance of such rights, options or Convertible Securities shall be made as a result of the actual issuance of Additional Shares of Common Stock issuable upon on the exercise of any such rights or options or the conversion or exchange of all of any such Convertible Securities. If any such rights or options or the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if conversion privilege represented by any such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have expire without having been exercised, the Exercise Price adjusted Purchase Price upon the issuance of such rights, options or Convertible Securities shall forthwith be readjusted and thereafter be to the price which it Exercise Price that would have been in effect had an adjustment been made on the basis that the only shares Additional Shares of Common Stock so issued or sold were the Additional Shares of Common Stock, if any, actually issued or sold upon on the exercise of such rights or options or rights of conversion or exchange of such Convertible securitiesSecurities, and that they such Additional Shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such conversion or exchangeexercise, plus the consideration, if any, actually received by the Company for the issue or sale granting of all such rights or options, whether or not exercised, plus the consideration received for issuing or selling the Convertible Securities actually converted plus the consideration, if any, actually received by the Company on the conversion of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the WarrantSecurities.

Convertible Securities. Except If at any time or from time to time the Company shall effect a distribution of or shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the shareholders of the Company immediately prior to the merger continue to own more than fifty percent (50%) of the Outstanding Common Stock immediately after the merger and for a period of one hundred eighty (180) days thereafter, or otherwise) issue or sell Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Transaction Value Per Share (determined on the date specified below), then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 7(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Transaction Value Per Share as herein provided and (B) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. If For purposes of this Section 7(a)(v), the price per share so determined effective date of such adjustment and the date as of which the Transaction Value Per Share shall be less than the applicable Purchase Price, then such issue or sale computed shall be deemed the earliest of (1) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to be an issue receive any such Convertible Securities, (2) the date on which the Company shall enter into a firm contract or sale commitment for cash the issuance of such Convertible Securities and (as of 3) the date of issue or sale actual issuance of such Convertible Securities. No adjustment of the Aggregate Number shall be made under this Section 7(a)(v) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon issuance of any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights if an adjustment shall previously have been made or if no such adjustment shall have been converted required upon the issuance of such warrants, options or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect other rights pursuant to any shares of Common Stock already issued upon exercise of the WarrantSection 7(a)(iv) hereof.

Convertible Securities. Except as For purposes of the computation provided for in Section 7.4subsection 8(a)(1) above, in this subsection 8(a)(3) shall be applicable. In case the Company at any time hereafter shall in any manner issue or sell any securities which are convertible into Common Stock of the Company ("Convertible Securities") after and the Original Issue Date, there shall be determined the minimum price per share (determined in accordance with subsection 8(a)(3)(i) below) for which Common Stock is issuable upon conversion shall be less than the exercise price of the Underwriter's Warrant, then, for purposes of the calculation provided for in subsection 8(a)(1) above, the maximum amount of Common Stock issuable upon conversion or exchange thereofof the Convertible Securities shall be deemed to have been issued for the minimum price per share, such determination to provided, that no further adjustment of the exercise price of the Underwriter's Warrant shall be made by dividing (a) upon the total amount received or receivable by the Company as consideration for the actual issue of Common Stock so deemed to have been issued; and further provided, that if any such issue or sale of Convertible Securities is made upon exercise of any right to subscribe of or to purchase or any option to purchase any such Convertible SecuritiesSecurities for which an adjustment of the exercise price of the Underwriter's Warrant has been or is to be made pursuant to Section 8(a)(2), plus no further adjustment of the minimum aggregate amount exercise prices shall be made by reason of additional considerationsuch issue or sale; and further provided, if anythat upon termination of the right to convert or to exchange such Convertible Securities for Common Stock, payable the exercise price of the Underwriter's Warrant shall be adjusted to the Company upon price that would have prevailed had all prior adjustments been made on the conversion or exchange thereof, by (b) basis of the maximum number issuance only of shares of the Common Stock issuable actually issued upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrantdescribed herein.

Convertible Securities. Except If at any time after the Original Issuance Date, GenTek shall in any manner issue or sell Convertible Securities, other than, in any such case, upon a capital reorganization, reclassification, consolidation or merger to which Section 4.01(c) applies, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Current Market Value per share, then the number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant shall be adjusted as provided in Section 7.44.01(e) hereof on the basis that (x) the maximum number of additional shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Current Market Value per share as herein provided and (y) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by GenTek for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. For purposes of this Section 4.01(f), in case the Company adjustment shall be made successively whenever any such issuance is made and the effective date of such adjustment and the date as of which the Current Market Value per share shall be computed shall be the earliest of (A) the date on which GenTek shall enter into a firm contract or commitment for the issuance of such Convertible Securities and (B) the date of actual issuance of such Convertible Securities, provided that (A) no further adjustment shall be made upon the subsequent issue or sell any securities convertible into sale of shares of Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus except in the minimum aggregate amount case of additional considerationany such Convertible Securities which contain provisions requiring an adjustment, if any, payable subsequent to the Company upon date of the conversion issue or exchange sale thereof, by (b) of the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If Securities by reason of (x) a change of control of GenTek, (y) the price per share so determined shall be less than acquisition by and Person or group of Persons of any specified number or percentage of the applicable Purchase Pricevoting securities of GenTek or (z) any similar event or occurrence, then each such issue or sale shall case to be deemed hereunder to be an issue involve a separate issuance of shares of Common Stock, or sale for cash Convertible Securities, as the case may be; and (as of the date of issue or sale of B) if such Convertible Securities) Securities by their terms provide, with the passage of such maximum time or otherwise, for any increase in the consideration payable to GenTek, or decrease in the number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchangeissuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant computed upon the original issue, sale grant or assumption thereof, the adjusted Purchase Price and any subsequent adjustments based thereon, shall, forthwith upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time. If all the Common Stock deliverable upon conversion or exchange of such Convertible Securities has not been issued when such Convertible Securities are no longer outstanding, then the number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant shall promptly be readjusted to reflect the same, and provided further, number of shares of Common Stock purchasable on the exercise of each Tranche A Warrant that would then be in effect had the adjustment upon the expiration issuance of such rights Convertible Securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such Convertible Securities, if any thereof shall . This Section 4.01(f) does not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.apply to:

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall in any manner issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after , and the Original Issue Date, there shall be determined the minimum price per share for which Common Stock is issuable upon the conversion or exchange thereof, of such determination to be made Convertible Securities (determined by dividing (ai) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined ) shall be less than the applicable Purchase Price, then Exercise Price in effect immediately prior to the time of such issue or sale sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be an issue or sale for cash (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for said price per share as so determined; provided, that no further adjustment of the Exercise Price shall be made upon the actual issue of Common Stock so deemed to have been issued; and further provided, that if any such issue or sale of such maximum Convertible Securities is made upon exercise of any Rights related to such Convertible Securities for which an adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this paragraph no further adjustment of the Exercise Price shall be made by reason of such issue or sale; and, further provided, that, upon the termination of the right to convert or to exchange such Convertible Securities for Common Stock, (a) the number of shares of Common Stock at deemed to have been issued and outstanding by reason of the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, fact that they were issuable upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon of any such increase becoming effectiveConvertible Securities, which were not so issued, shall no longer be readjusted deemed to reflect the samebe issued and outstanding, and provided further, that (b) the Exercise Price shall forthwith be adjusted to the price which would have prevailed had all adjustments been made on the basis of the issue only of the shares of Common Stock actually issued upon the expiration of such rights of conversion or exchange of such Convertible Securities. Upon the happening of any of the above events, namely, if the purchase price provided for any thereof shall not have been exercisedRights, option or warrant granted by the adjusted Purchase Price shall forthwith be readjusted and thereafter be Company to subscribe for or to purchase additional stock or convertible securities, or the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for additional stock shall change in any manner and at any time (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be adjusted or re-adjusted to the Exercise Price which would have been in effect at such time had such Rights or Convertible securitiesSecurities still outstanding provided for such changed purchase price, and that they were issued additional consideration or sold for the consideration actually received by the Company upon such rate of conversion or exchange, plus as the considerationcase may be, if anyat the time initially granted, actually received issued or sold. On the expiration of any Rights granted by the Company to subscribe for or to purchase additional stock or Convertible Securities or the issue termination of any right to convert or sale of all exchange such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Rights or Convertible Securities which shall have Securities, to the extent outstanding immediately prior to such expiration or termination, never been converted or exchanged; provided thatissued, notwithstanding and the foregoing, no readjustment additional stock issuable thereunder shall be effectuated hereunder with respect no longer deemed to any shares of Common Stock already issued upon exercise of the Warrant.be outstanding;

Convertible Securities. Except If at any time or from time to time (following the Full-Ratchet Period) the Company shall in any manner (whether directly, by assumption in a merger in which the Company is the surviving corporation and in which the stockholders of the Company immediately prior to the merger continue to own more than 50% of the Outstanding Common Stock on a Fully-Diluted Basis immediately after the merger and for a period of 180 days thereafter, or otherwise) issue or sell Convertible Securities (or any warrants, options or other rights to subscribe for Convertible Securities or Common Stock (other than Exempt Issuances, which shall not result in adjustments pursuant to this Section 6(a)(iv))), whether or not the rights to subscribe, exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Trigger Price Per Share, then the Aggregate Number shall be adjusted as provided in Section 7.4, in case 6(a)(iii) hereof on the Company shall issue or sell any securities convertible into Common Stock of the Company basis that ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bA) the maximum number of additional shares of Common Stock issuable upon necessary to effect the conversion or exchange of all of such Convertible Securities. If the price per share so determined Securities or pursuant to all such warrants, options or other rights shall be less than deemed to have been issued as of the applicable Purchase Price, then date of the determination of the Trigger Price Per Share as herein provided and (B) the aggregate consideration for such issue or sale maximum number of additional shares of Common Stock shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, minimum consideration received and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received receivable by the Company for the issue or sale issuance of all such additional shares of Common Stock pursuant to the terms of such Convertible Securities (or any warrants or options or other rights to subscribe for Common Stock or Convertible Securities). For purposes of this Section 6(a)(iv), the effective date of such adjustment and the date as of which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment Trigger Price Per Share shall be effectuated hereunder with respect computed shall be the earliest of (1) the date on which the Company shall enter into a firm contract or commitment for the issuance of such Convertible Securities (or any warrants or options or other rights to subscribe for Convertible Securities), and (2) the date of actual issuance of such Convertible Securities (or any shares of Common Stock already issued upon exercise of the Warrantwarrants or options or other rights to subscribe for Convertible Securities).

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided PROVIDED that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided furtherPROVIDED, FURTHER, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after the Original Issue Datedate hereof other than the Series B Convertible Preferred Stock, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock of the Company issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securitiesSecurities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except as For purposes of the computation ---------------------- provided for in Section 7.4subsection 8(a) (1) above, in this subsection 8(a) (3) shall be applicable. In case the Company at any time hereafter shall in any manner issue or sell any securities which are convertible into Common Stock of the Company ("Convertible Securities") after and the Original Issue Date, there shall be determined the minimum price per share (determined in accordance with subsection 8(a)(3)(i) below) for which Common Stock is issuable upon conversion shall be less than the exercise price of the Underwriter's Warrant, then, for purposes of the calculation provided for in subsection 8(a) (1) above, the maximum amount of Common Stock issuable upon conversion or exchange thereofof the Convertible Securities shall be deemed to have been issued for the minimum price per share, such determination to provided, that no further adjustment of the exercise price of the Underwriter's -------- Warrant shall be made by dividing (a) upon the total amount received or receivable by the Company as consideration for the actual issue of Common Stock so deemed to have been issued; and further provided, that if any such issue or sale of Convertible ---------------- Securities is made upon exercise of any right to subscribe of or to purchase or any option to purchase any such Convertible SecuritiesSecurities for which an adjustment of the exercise price of the Underwriter's Warrant has been or is to be made pursuant to Section 8(a) (2), plus no further adjustment of the minimum aggregate amount exercise prices shall be made by reason of additional considerationsuch issue or sale; and further provided, if anythat upon ---------------- termination of the right to convert or to exchange such Convertible Securities for Common Stock, payable the exercise price of the Underwriter's Warrant shall be adjusted to the Company upon price that would have prevailed had all prior adjustments been made on the conversion or exchange thereof, by (b) basis of the maximum number issuance only of shares of the Common Stock issuable actually issued upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash (as of the date of issue or sale of such Convertible Securities) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrantdescribed herein.

Convertible Securities. Except (a) On the Closing Date, Parent, Merger Sub and the Company shall, as and to the extent required by the Convertible Notes Indenture, execute any supplemental indenture(s) required by the Convertible Notes Indenture and deliver any certificates and other documents required by the Convertible Notes Indenture to be delivered by such persons in connection with such supplemental indenture(s); provided in Section 7.4, in case that counsel for the Company shall issue or sell not be required to give any securities convertible into Common Stock legal opinions under the Convertible Notes Indenture. Prior to the Effective Time, the Company shall deliver all notices and take all other actions required under the terms of the Convertible Notes or the Convertible Notes Indenture, including, without limitation, the giving of any notices that may be required in connection with the transactions contemplated by this Agreement, including with respect to any repurchases or conversions of the Convertible Notes occurring as a result of or in connection with the transactions contemplated by this Agreement to the extent constituting a “Fundamental Change” or “Make-Whole Fundamental Change,” as such terms are defined in the Convertible Notes Indenture; provided, however, that the Company will use commercially reasonable efforts to provide copies of such notice or other document to Parent at least two Business Days prior to delivering any such notice or other document described in this Section 7.12(a) and shall reasonably consider all comments provided by Parent with respect thereto. After the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, comply with its obligations ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the including any conversion or exchange thereofrepurchase obligations) under the Convertible Notes Indenture and any Supplemental Indentures thereto. For the avoidance of doubt, such determination the transactions contemplated by this Agreement, wherever referred to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securitiesin this Agreement, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue include effecting any repurchases or sale for cash (as conversions and taking all other actions required under the terms of the date of issue Convertible Notes and the Convertible Notes Indenture. Notwithstanding anything to the contrary in this Section 7.12(a), nothing herein shall require the Company to pay any fees, incur or sale of such Convertible Securities) of such maximum number of shares of Common Stock at reimburse any costs or expenses or make any payment in the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, connection with the passage Convertible Notes or this Section 7.12(a) (including in connection with the settlement of timeany conversion obligations), in the amount of additional consideration, if any, prior to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise occurrence of the WarrantEffective Time.

Convertible Securities. Except as provided In case USBA shall in Section 7.4, in case the Company shall any manner issue ---------------------- or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after , and the Original Issue Date, there shall be determined the minimum price per share for which Common Stock is issuable upon the conversion or exchange thereof, of such determination to be made Convertible Securities (determined by dividing (ai) the total amount received or receivable by the Company USBA as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company USBA upon the conversion or exchange thereof, by (bii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined ) shall be less than the applicable Purchase Price, then Exercise Price in effect immediately prior to the time of such issue or sale sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be an issue or sale for cash (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for said price per share as so determined; provided, that no further adjustment of --------- the Exercise Price shall be made upon the actual issuance of Common Stock so deemed to have been issued; and, further provided, that if any such issue or ------- -------- sale of such maximum Convertible Securities is made upon exercise of any right to subscribe for or to purchase or any option to purchase any such Convertible Securities for which an adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this Section 2.1, no further adjustment of the Exercise Price shall be made by reason of such issue or sale; and, further ------- provided, that, upon the termination of the right to convert or to exchange such -------- Convertible Securities for Common Stock, (a) the number of shares of Common Stock at deemed to have been issued and outstanding by reason of the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, fact that they were issuable upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon of any such increase becoming effectiveConvertible Securities, which were not so converted or exchanged, shall no longer be readjusted deemed to reflect the samebe issued and outstanding, and provided further, that (b) the Exercise Price shall forthwith be adjusted to the price which would have prevailed had all adjustments been made on the basis of the issuance only of the number of shares of Common Stock actually issued upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.

Convertible Securities. Except as provided in Section 7.4, in case If the Company shall issue issues or sell any securities convertible into Common Stock sells (or otherwise creates) Convertible Securities (other than Convertible Securities deemed to be outstanding and to have been issued and sold as described in paragraph(1) of this section 12.1(b) and in respect of which adjustment to the Company ("Convertible Securities") after the Original Issue Datenumber of Warrant Shares has been made in accordance with said paragraph), there shall be determined and the price per share for which Common Stock is issuable upon the conversion or exchange thereofof such Convertible Securities (the "Conversion Price") is less than the Trading Price of the Common Stock at the time of issuance or sale or deemed issuance or sale, or, if there is no such determination Trading Price of the Common Stock at such time, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities will be deemed to be made outstanding and to have been issued and sold by the Company for the Conversion Price. For purposes of this paragraph (ii) the Conversion price will be determined by dividing (a) the total amount amount, if any, received or receivable by the Company as consideration for of the issue issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined shall be less than the applicable Purchase Price, then such issue or sale shall be deemed to be an issue or sale for cash Except as otherwise provided in paragraphs (as of the date of issue or sale of such Convertible Securitiesiii) and (iv) of such maximum this Section 12.1(b), no adjustment to the number of shares of Warrant Shares will be made when Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided further, that upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so is actually issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the WarrantSecurities.

Convertible Securities. Except If at any time after the Original Issuance Date, GenTek shall in any manner issue or sell Convertible Securities, other than, in any such case, upon a capital reorganization, reclassification, consolidation or merger to which Section 4.01(c) applies, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the consideration per share for the additional shares of Common Stock which may at any time thereafter be issuable pursuant to the terms of such Convertible Securities shall be less than the Current Market Value per share, then the number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant shall be adjusted as provided in Section 7.44.01(e) hereof on the basis that (x) the maximum number of additional shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the determination of the Current Market Value per share as herein provided and (y) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by GenTek for the issuance of such additional shares of Common Stock pursuant to the terms of such Convertible Securities. For purposes of this Section 4.01(f), in case the Company adjustment shall be made successively whenever any such issuance is made and the effective date of such adjustment and the date as of which the Current Market Value per share shall be computed shall be the earliest of (A) the date on which GenTek shall enter into a firm contract or commitment for the issuance of such Convertible Securities and (B) the date of actual issuance of such Convertible Securities, provided that (A) no further adjustment shall be made upon the subsequent issue or sell any securities convertible into sale of shares of Common Stock of the Company ("Convertible Securities") after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the conversion or exchange thereof, such determination to be made by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus except in the minimum aggregate amount case of additional considerationany such Convertible Securities which contain provisions requiring an adjustment, if any, payable subsequent to the Company upon date of the conversion issue or exchange sale thereof, by (b) of the maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If Securities by reason of (x) a change of control of GenTek, (y) the price per share so determined shall be less than acquisition by and Person or group of Persons of any specified number or percentage of the applicable Purchase Pricevoting securities of GenTek or (z) any similar event or occurrence, then each such issue or sale shall case to be deemed hereunder to be an issue involve a separate issuance of shares of Common Stock, or sale for cash Convertible Securities, as the case may be; and (as of the date of issue or sale of B) if such Convertible Securities) Securities by their terms provide, with the passage of such maximum time or otherwise, for any increase in the consideration payable to GenTek, or decrease in the number of shares of Common Stock at the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchangeissuable, upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant computed upon the original issue, sale grant or assumption thereof, the adjusted Purchase Price and any subsequent adjustments based thereon, shall, forthwith upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time. If all the Common Stock deliverable upon conversion or exchange of such Convertible Securities has not been issued when such Convertible Securities are no longer outstanding, then the number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant shall promptly be readjusted to reflect the same, and provided further, number of shares of Common Stock purchasable on the exercise of each Tranche C Warrant that would then be in effect had the adjustment upon the expiration issuance of such rights Convertible Securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such Convertible Securities, if any thereof shall . This Section 4.01(f) does not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.apply to:

Convertible Securities. Except as provided in Section 7.4, in In case the Company shall in any manner, subsequent to issuance of this Note, issue or sell any securities convertible into Common Stock of the Company ("Convertible Securities") after , and the Original Issue Date, there shall be determined the minimum price per share for which Common Stock is issuable upon the conversion or exchange thereof, of such determination to be made Convertible Securities (determined by dividing (ai) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (bii) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all of such Convertible Securities. If the price per share so determined ) shall be less than the applicable Purchase Price, then Note Conversion Price in effect immediately prior to the time of such issue or sale sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be an issue or sale for cash (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for said price per share as so determined; provided, that no further adjustment of the Note Conversion Price shall be made upon the actual issue of Common Stock so deemed to have been issued, and, further provided, that if any such issue or sale of such maximum Convertible Securities is made upon exercise of any right to subscribe for or to purchase or any option to purchase any such Convertible Securities for which an adjustment of the Note Conversion Price has been or is to be made pursuant to other provisions of this subsection 6.4(a) no further adjustment of the Note Conversion Price shall be made by reason of such issue or sale; and, further provided. that, upon the termination of the right to convert or to exchange such Convertible Securities for Common Stock, (a) the number of shares of Common Stock at deemed to have been issued and outstanding by reason of the price per share so determined, provided that, if such Convertible Securities shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration, if any, to the Company, or in the rate of exchange, fact that they were issuable upon the conversion or exchange thereof, the adjusted Purchase Price shall, forthwith upon of any such increase becoming effectiveConvertible Securities, which were not so converted or exchanged, shall no longer be readjusted deemed to reflect the samebe issued and outstanding, and provided further, that (b) the Note Conversion Price shall forthwith be adjusted to the price which would have prevailed had all adjustments been made on the basis of the issue only of the number of shares of Common Stock actually issued upon the expiration of such rights of conversion or exchange of such Convertible Securities, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were issued or sold upon the conversion or exchange of such Convertible securities, and that they were issued or sold for the consideration actually received by the Company upon such conversion or exchange, plus the consideration, if any, actually received by the Company for the issue or sale of all of such Convertible Securities which shall have been converted or exchanged; provided that, notwithstanding the foregoing, no readjustment shall be effectuated hereunder with respect to any shares of Common Stock already issued upon exercise of the Warrant.