Common use of Adjustment for Common Stock Issue Clause in Contracts

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x A --- O + P - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of sale of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(d) does not apply to the issuance of shares of Common Stock: (1) in connection with any transaction of the type described in Section 10(a) above, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below, (2) upon the exercise of any Warrants, (3) upon the conversion of any Series B-1 Preferred Shares or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved by the Board of Directors of the Company so long as the aggregate number of such shares of Common Stock does not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactions), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Plan, or (8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement).

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price Current Market Value per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant Exercise Price shall be adjusted in accordance with the formula: N' = N x A --- O + P - --- E = E x M -------- A where: N' E = the adjusted number of Warrant Shares issuable upon exercise of one WarrantExercise Price. N E = the then current number of Warrant Shares issuable upon exercise of one WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the current market price Current Market Value per share of Common Stock on the date of sale issuance of such additional shares. . A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (f) does not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in subsection (a) of this Section 10(a) above, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below,11; or (2) upon Common Stock issued to the exercise Company's employees, directors or consultants under bona fide benefit plans adopted by the Board of any Warrants, (3) upon the conversion of any Series B-1 Preferred Shares Directors, or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise acquisition of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as a business approved by the Board of Directors of Directors, if such Common Stock would otherwise be covered by this subsection (f) (but only to the Company so long as extent that the aggregate number of such shares excluded hereby and issued after the date of this Warrant Agreement (plus the number of shares of Common Stock does issuable upon the exercise of options, warrants or other securities referred to in subsection (g)(3) below) shall not exceed 400,000 in 10% of the aggregate number of shares of Common Stock outstanding on the date of this Agreement (as hereinafter such number may be adjusted for stock dividends, from time to time to reflect stock splits, subdivisions stock dividends and combinations of shares and like transactionsother similar events), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Plan, ); or (8) issued to WCAS3) the issuance of Common Stock in connection with (i) the exercise of Warrants, and/or or (ii) the conversion, exchange or exercise of any options, warrants, or other securities convertible into or exchangeable or exercisable for Common Stock; or (4) the issuance of its partners or Affiliates (as such terms are defined Common Stock in the Securities Purchase Agreement)any bona fide underwritten public offering.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company Parent issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company Parent fixes the offering price of such additional shares, the number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant shall be adjusted in accordance with the formula: N' = N x A --- ------------ O + P - P/M where: N' = the adjusted number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant. N = the then current number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of sale issuance of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (d) does not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in subsections (b) and (c) of this Section 10(a11.2, 44 40 (2) above, upon the exercise of any securities of the type referred to in Section 10(b) aboveWarrants, or upon the conversion or exchange of any other securities convertible or exchangeable for Common Stock, or the issuance of the type referred to in Section 10(e) below, (2) Common Stock upon the exercise of any Warrantsrights or warrants issued to the holders of Common Stock, (3) upon Common Stock (and options exercisable therefore) issued to the conversion Parent's employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of any Series B-1 Preferred Shares exercise) under bona fide employee benefit plans or Series C-1 Preferred Sharesstock option plans adopted by the board of directors of the Parent and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof do not exceed 5% of the Common Stock outstanding on the date hereof), (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed Common Stock issued in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreementa bona fide public offering, (5) upon the exercise of warrants or other rights Common Stock issued in a bona fide private placement to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved by the Board of Directors affiliates of the Company so long Parent, including without limitation the issuance of equity as the aggregate number of such shares of Common Stock does consideration or partial consideration for acquisitions from persons that are not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactions), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning affiliates of the Rights Plan, or (8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement)Parent.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x A --- ------ O + P - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of sale of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(d) does not apply to the issuance of shares of Common Stock: (1) in connection with any transaction of the type described in Section 10(a) above, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below, (2) upon the exercise of any Warrants, (3) upon the conversion of any Series B-1 Preferred Shares or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved by the Board of Directors of the Company so long as the aggregate number of such shares of Common Stock does not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactions), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Plan, or (8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement).

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price Market Value per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant applicable Exercise Price shall be adjusted in accordance with the formula: N' ------------ E’ = N E x A --- O + P - M ----------------- A where: N' E’ = the adjusted number of Warrant Shares issuable upon exercise of one WarrantExercise Price. N E = the then current number of Warrant Shares issuable upon exercise of one WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price Market Value per share of Common Stock on the date of sale issuance of such additional shares. shares of Common Stock. A = the number of shares outstanding of Common Stock immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (d) does shall not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in subsections (a), (b) or (c) of this Section 10(a) above8, upon exercise including, without limitation, the shares of any securities of the type referred to in Section 10(b) above, or Common Stock issuable upon the conversion or exchange of any securities of the type referred to in Section 10(e) belowexercise thereof, (2) upon the exercise of any Warrants, or the conversion, exchange or exercise of other securities convertible into or exchangeable or exercisable for Common Stock the issuance of which requires an adjustment to be made under Section 8(e), (3) upon the conversion issuance of any Series B-1 Preferred (i) Extra Management Shares and (ii) the issuance of Common Stock to employees, officers or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) directors of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise of warrants Company or its subsidiaries under other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the Company so long as extent that the aggregate number of such shares excluded hereby and issued after the date of this Warrant Agreement shall not, together with options exercisable for Common Stock issued under the employee benefit plans referred to Section 8(e)(2), exceed 1,000,000 shares of Common Stock does not exceed 400,000 in the aggregate (as hereinafter adjusted proportionally for stock dividends, stock splits, subdivisions combinations, recapitalizations and combinations of shares and like transactions), (6the like) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Planper calendar year, or (8) 4) the issuance of Common Stock issuable upon the conversion, exchange or exercise of other securities, warrants, options or similar rights if the conversion, exchange or exercise price is not less than the Market Value per share of Common Stock at the time the security, warrant, option or right so converted, exchanged or exercised was issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement)granted.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant shall be adjusted in accordance with the formula: N' = N x A --- ------------ O + P - P/M where: N' = the adjusted number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant. N = the then current number of Warrant Shares shares of Common Stock issuable upon exercise of one each Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of sale issuance of such additional shares. . A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (d) does not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in Section 10(asubsections (b) above, upon and (c) of this SECTION 11, (2) the exercise of any securities of the type referred to in Section 10(b) aboveWarrants, or upon the conversion or exchange of any other securities convertible or exchangeable for Common Stock, or the issuance of the type referred to in Section 10(e) below, (2) Common Stock upon the exercise of any Warrantsrights or warrants issued to the holders of Common Stock, (3) upon Common Stock (and options exercisable therefor) issued to the conversion of any Series B-1 Preferred Shares Company's employees, officers, directors, consultants or Series C-1 Preferred Shares, advisors (4) upon the exercise of any option whether or warrant outstanding not still in such capacity on the Original Issue Date and disclosed in Item 6.04(bdate of exercise) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise of warrants under bona fide employee benefit plans or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved stock option plans adopted by the Board of Directors of the Company so long as and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this subsection (d) (but only to the extent that the aggregate number of such shares excluded hereby and issued after the Spin-Off Date shall not exceed 5% of the Common Stock does not exceed 400,000 in outstanding on the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactionsSpin-Off Date), (64) Common Stock issued as in a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Sharesbona fide public offering, (75) Common Stock issued pursuant in a bona fide private placement to non-affiliates of the Company's Rights Agreement, dated including without limitation the issuance of equity as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning consideration or partial consideration for acquisitions from persons that are not affiliates of the Rights Plan, or (8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement)Company.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price Current Market Price per share on the date the Company fixes the offering price of issues such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant Exercise Price shall be adjusted in accordance with the formula: NP - E' = N E x A --- O + P - M ----- A where: NE' = the adjusted number of Warrant Shares issuable upon exercise of one WarrantExercise Price. N E = the then current number of Warrant Shares issuable upon exercise of one WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price Current Market Price per share on the date of sale issuance of such additional shares. . A = the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section Subsection 10(d) does not apply to the issuance of shares of Common Stock: (1i) in connection with any transaction of the type or issuance described in Section Subsections 10(a), (b), (c) above, upon exercise of any securities of the type referred to in Section 10(bor (e); (ii) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below, (2) upon the exercise of any Warrants, (3) upon the , conversion of any Series B-1 the Company's 7% Cumulative Convertible Exchangeable Preferred Shares Stock or Series C-1 Cumulative Convertible Participating Preferred Shares, Stock or the conversion, exchange or exercise of, other securities whose issuance was the subject of an adjustment pursuant to Subsections 10(b), (4c) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b(e); (iii) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise of warrants or other rights Common Stock issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved the Company's employees under bona fide employee benefit plans adopted by the Board of Directors and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Subsection 10(d), but only to the Company so long as extent that (x) such shares are issued pursuant to employee stock options with an exercise price not less than the Current Market Price on the date of issuance of such option or (y) the aggregate number of such shares otherwise excluded hereby (together with the aggregate number of shares issuable upon conversion, exchange or exercise of the securities excluded by clause (iii) of Subsection 10(e) below) and issued after the date hereof do not exceed 5% of the Common Stock does not exceed 400,000 outstanding at the time of any such issuance; (iv) Common Stock issued to acquire, or in the aggregate (as hereinafter adjusted for stock dividendsacquisition of, stock splits, subdivisions and combinations all or any portion of shares and like transactions), (6) issued a business as a dividend on any Series B-1 Preferred Sharesgoing concern, Series B-2 Preferred Sharesin an arm's-length transaction between the Company and an unaffiliated third party, Series C-1 Preferred Shares whether such acquisition shall be effected by purchase of assets, exchange of securities, merger, consolidation or Series C-2 Preferred Shares, otherwise, or (7v) Common Stock issued in a bona fide public offering pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Plan, or (8) issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement)firm commitment underwriting.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock to Fox Paine & Company, LLC, or its Affiliates, in their capacity as such (xx xxfined in the Stockholders' Agreement) for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' N1 = N x A --- ----- O + P - _ M where: N' N1 = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (d) does not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in subsections (b) and (c) of this Section 10(a10, (2) above, upon the exercise of any securities of the type referred to in Section 10(b) aboveWarrants, or upon the conversion or exchange of any other securities of the type referred to in Section 10(e) below, (2) upon the exercise of any Warrantsconvertible or exchangeable for Common Stock, (3) upon the conversion of any Series B-1 Preferred Shares or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) Common Stock issued upon the exercise of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as approved by and stock options outstanding on the Board of Directors of the Company so long as the aggregate number of such shares of Common Stock does not exceed 400,000 in the aggregate (as hereinafter adjusted for stock dividends, stock splits, subdivisions and combinations of shares and like transactions), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights PlanIssue Date, or (8) 4) Common Stock issued to WCAS, and/or any of its partners or Affiliates (as such terms are defined in the Securities Purchase Agreement)a bona fide underwritten public offering.

Adjustment for Common Stock Issue. If after the Original Issue Date the Company issues shares of Common Stock for a consideration per share less than the current market price Current Market Value per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant Exercise Price shall be adjusted in accordance with the formula: N' = N x A --- O + P - --- E' = E x M ------- A where: NE' = the adjusted number of Warrant Shares issuable upon exercise of one WarrantExercise Price. N E = the then current number of Warrant Shares issuable upon exercise of one WarrantExercise Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional sharesshares of Common Stock. P = the aggregate consideration received for the issuance of such additional sharesshares of Common Stock. M = the current market price Current Market Value per share of Common Stock on the date of sale issuance of such additional shares. . A = the number of shares of Common Stock outstanding immediately after the issuance of such additional sharesshares of Common Stock. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This Section 10(dsubsection (f) does not apply to the issuance of shares of Common Stockto: (1) in connection with any transaction of the type transactions described in subsection (a) of this Section 10(a) above, upon exercise of any securities of the type referred to in Section 10(b) above, or upon the conversion or exchange of any securities of the type referred to in Section 10(e) below,11; or (2) upon Common Stock issued to the exercise Company's employees, directors or consultants under BONA FIDE benefit plans adopted by the Board of any Warrants, (3) upon the conversion of any Series B-1 Preferred Shares Directors, or Series C-1 Preferred Shares, (4) upon the exercise of any option or warrant outstanding on the Original Issue Date and disclosed in Item 6.04(b) of the Disclosure Schedule delivered in connection with the Securities Purchase Agreement, (5) upon the exercise acquisition of warrants or other rights issued to banks or institutional lenders in connection with debt financings, equipment financings or similar transactions or to strategic partners in primarily non-financing transactions, in all such cases as a business approved by the Board of Directors of Directors, if such Common Stock would otherwise be covered by this subsection (f) (but only to the Company so long as extent that the aggregate number of such shares excluded hereby and issued after the date of this Warrant Agreement (plus the number of shares of Common Stock does issuable upon the exercise of options, warrants or other securities referred to in subsection (g)(3) below) shall not exceed 400,000 in 10% of the aggregate number of shares of Common Stock outstanding on the date of this Agreement (as hereinafter such number may be adjusted for stock dividends, from time to time to reflect stock splits, subdivisions stock dividends and combinations of shares and like transactionsother similar events), (6) issued as a dividend on any Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares, (7) issued pursuant to the Company's Rights Agreement, dated as of February 11, 2000, as amended (the "Rights Plan") as a result of a Holder becoming an Acquiring Person within the meaning of the Rights Plan, ); or (8) issued to WCAS3) the issuance of Common Stock in connection with (i) the exercise of Warrants, and/or or (ii) the conversion, exchange or exercise of any options, warrants, or other securities convertible into or exchangeable or exercisable for Common Stock; or (4) the issuance of its partners or Affiliates (as such terms are defined Common Stock in the Securities Purchase Agreement)any BONA FIDE underwritten public offering.