Common use of Adjustment for Convertible Securities Issue Clause in Contracts

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Capital Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- O + M E' = E x ----------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Stock deliverable upon conversion or exchange of such securities has not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for Capital shares of Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than 95% of the Fair Market Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: P ------- O + M E' - E1 = E x ----------- O + D E ----- A where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Market Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Stock issued upon conversion or exchange of such securities.such

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Capital Common Stock (other than securities issued in transactions described in subsections (a), (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- ----- O + M E' = E x ----------- ---------------- O + D where: E' = E'= the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Stock issued upon conversion or exchange of such securities.the

Adjustment for Convertible Securities Issue. If at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for Capital shares of Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than 95% of the Fair Market Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: P ------- O + M E' - E(1) = E x ----------- O + D E ----- A where: E' E(1) = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Market Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Stock issued upon conversion or exchange of such securities.such

Adjustment for Convertible Securities Issue. If the Company Maker issues any securities convertible into or exchangeable or exercisable for Capital Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than 95% of the Fair Market Value Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the Exercise applicable Conversion Price shall be adjusted in accordance with this the formula: P ------- O + M E E' ’ = E x ----------- ---------------- O + D where: E' ’ = the adjusted Exercise Conversion Price. E = the then current Exercise Conversion Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities has have not been issued when such securities are no longer outstanding, then the Exercise applicable Conversion Price shall promptly be readjusted to the Exercise applicable Conversion Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If the Company Maker issues any securities convertible into or exchangeable or exercisable for Capital Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than 95% of the Fair Market Value Conversion Price per share on the date of issuance of such securities or on the date Maker fixes the offering price of such securities, the Exercise applicable Conversion Price shall be adjusted in accordance with this the formula: P ------- ------ O + M E E' ’ = E x ----------- ---------------- O + D where: E' ’ = the adjusted Exercise Conversion Price. E = the then current Exercise Conversion Price. O = the number of shares of Common Stock outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities has have not been issued when such securities are no longer outstanding, then the Exercise applicable Conversion Price shall promptly be readjusted to the Exercise applicable Conversion Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Capital shares of Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- --- O + M E' = E'= E x ----------- -------- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to convertible securities issued to shareholders of any Person which merges into the Company, or with a subsidiary of the Company, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.

Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Capital Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 8) 8.3 hereof for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- C - E'= Ex O + M E' = E x ----------- ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P C = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If at any time after the date hereof, the Company issues any securities convertible into or exchangeable or exercisable for Capital shares of Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 8) for a consideration per share of Capital Common Stock initially deliverable upon conversion conversion, exchange or exchange exercise of such securities less than 95% of the Fair Market Value Purchase Price per share on the date of issuance of such securities, the Exercise Purchase Price shall be adjusted in accordance with this the following formula: P ------- O + M E' - E1 = E x ----------- O + E ------ D where: E' E1 = the adjusted Exercise Purchase Price. E = the then current Exercise Purchase Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the sum of the aggregate consideration received for the issuance of such securities. M = securities plus the Fair Market Value per share on the date of issuance additional consideration, if any, payable upon conversion, exchange or exercise of such securitiessecurities at the initial conversion, exchange or exercise rate. D = the maximum number of shares deliverable upon conversion conversion, exchange or in exchange for exercise of such securities at the initial conversion conversion, exchange or exchange exercise rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion conversion, exchange or exchange exercise of such securities has not been issued when such securities are no longer outstanding, then the Exercise Purchase Price shall promptly be readjusted to the Exercise Purchase Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion conversion, exchange or exchange exercise of such securities.

Adjustment for Convertible Securities Issue. If the Company Holdings issues ------------------------------------------- any securities convertible into or exchangeable for Capital Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 8) 8.3 hereof for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- O + M - E' = E x ----------- O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Capital Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 8) 8.3 hereof for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- O + M C - E' = E x ----------- O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares outstanding immediately prior to the issuance of such securities. P C = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion or exchange of such securities.

Adjustment for Convertible Securities Issue. If the Company Holdings issues any securities convertible into or exchangeable for Capital Common Stock (other than securities issued in transactions described in subsections (b) Sections 8.2 and (c) of this Section 8) 8.3 hereof for a consideration per share of Capital Common Stock initially deliverable upon conversion or exchange of such securities less than 95% of the Fair Market Value per share on the date of issuance of such securities, the Exercise Price shall be adjusted in accordance with this formula: P ------- O + M - E' = E x ----------- O + M ----- O + D where: E' = the adjusted Exercise Price. E = the then current Exercise Price. O = the number of shares of Class A Common Stock outstanding immediately prior to the issuance of such securitiessecurities (including the number of shares of Class A Common Stock issuable upon exercise, conversion or exchange of securities outstanding and vested on the date hereof convertible or exchangeable for Class A Common Stock on the date hereof). P = the aggregate consideration received for the issuance of such securities. M = the Fair Market Value per share of Class A Common Stock on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Capital Common Stock deliverable upon conversion or exchange of such securities has have not been issued when such securities are no longer outstanding, then the Exercise Price shall promptly be readjusted to the Exercise Price which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Capital Common Stock issued upon conversion or exchange of such securities. This Section 8.5 does not apply to convertible securities issued to shareholders of any Person which merges into Holdings, or with a subsidiary of Holdings, in proportion to their stock holdings of such Person immediately prior to such merger, upon such merger.