Common use of Adjustment for Dilutive Events Clause in Contracts

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Corporation issues or sells, or in accordance with Section 4.4 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICE") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENT"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b) and in Section 4.4 below, the term "COMMON STOCK" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Price of this Warrant held by a particular holder shall not be adjusted pursuant to this Article 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 % of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. A Warrant which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant so loses its rights to such adjustment, all Warrants which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant representing such Warrant will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. , consecutively, beginning with X- 0. The holders of Warrants of each such sub-series shall promptly deliver such Warrants to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrants, all dividend payments or other distributions owing with respect to the Warrants represented by such Warrants.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Series A Preferred the Corporation issues or sells, or in accordance with Section 4.4 4.3 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICEDiluted Share Price") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENTDilutive Event"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of pursuant to the Series A Preferred Shares Warrants issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b4.2(b) and in Section 4.4 4.3 below, the term "COMMON STOCKCommon Stock" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Conversion Price of this Warrant Series A Preferred held by a particular holder shall not be adjusted pursuant to this Article Section 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant Series A Preferred fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 75% of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. Series A Warrant Preferred which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant Series A Preferred so loses its rights to such adjustment, all Warrants shares of Series A Preferred which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant certificates representing such Warrant Series A Preferred will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. ., consecutively, beginning with X- 0A-1. The holders of Warrants shares of each such sub-sub- series shall promptly deliver the certificate(s) representing such Warrants stock to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants certificates are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrantscertificates, all dividend payments or other distributions owing with respect to the Warrants shares represented by such Warrantscertificates.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Corporation issues or sells, or in accordance with Section 4.4 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICEDiluted Share Price") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENTDilutive Event"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b) and in Section 4.4 below, the term "COMMON STOCKCommon Stock" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Price of this Warrant held by a particular holder shall not be adjusted pursuant to this Article 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 75% of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. A Warrant which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant so loses its rights to such adjustment, all Warrants which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant representing such Warrant will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. ., consecutively, beginning with X- 0A-1. The holders of Warrants of each such sub-series shall promptly deliver such Warrants to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrants, all dividend payments or other distributions owing with respect to the Warrants represented by such Warrants.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Corporation issues or sells, or in accordance with Section 4.4 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICE") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENT"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b) and in Section 4.4 below, the term "COMMON STOCK" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Price of this Warrant held by a particular holder shall not be adjusted pursuant to this Article 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 % of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. A Warrant which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant so loses its rights to such adjustment, all Warrants which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant representing such Warrant will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. , consecutively, beginning with X- 0A-1. The holders of Warrants of each such sub-series shall promptly deliver such Warrants to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrants, all dividend payments or other distributions owing with respect to the Warrants represented by such Warrants.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Series A Preferred the Corporation issues or sells, or in accordance with Section 4.4 4.3 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICEDiluted Share Price") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENTDilutive Event"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 3,500,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 3,500,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of pursuant to the Series A Preferred Shares Warrants issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b4.2(b) and in Section 4.4 4.3 below, the term "COMMON STOCKCommon Stock" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Conversion Price of this Warrant Series A Preferred held by a particular holder shall not be adjusted pursuant to this Article Section 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant Series A Preferred fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 % of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. Series A Warrant Preferred which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant Series A Preferred so loses its rights to such adjustment, all Warrants shares of Series A Preferred which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant certificates representing such Warrant Series A Preferred will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. ., consecutively, beginning with X- 0A-1. The holders of Warrants shares of each such sub-series shall promptly deliver the certificate(s) representing such Warrants stock to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants certificates are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrantscertificates, all dividend payments or other distributions owing with respect to the Warrants shares represented by such Warrantscertificates.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Corporation issues or sells, or in accordance with Section 4.4 3.4 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Exercise Price (the "DILUTED SHARE PRICEDiluted Share Price") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENTDilutive Event"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Exercise Price will be reduced so that the Conversion Exercise Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, (i) the issuance by the Corporation of up to 2,000,000 3,500,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 3,500,000 shares of Common Stock, issued pursuant to the Company's 1994 Stock Incentive Plan, (ii) the issuance of Common Stock upon conversion of the Corporation's Series A Preferred Shares, (iii) the issuance of up to 5% of the Common Stock of the company upon the exercise of options granted to Blue Rhino Corporation distributors, (iv) the issuance of up to 5% of the Common Stock of the Company upon the conversion of options issued pursuant to stock option plans or grants to officers or employees approved by the Board or of Directors after an IPO, (v) the issuance of Common Stock upon conversion exercise of existing Warrants to acquire up to 17,844,244 shares of Common Stock issued prior to the close hereof, or (vi) the issuance of $750,000 worth of Common Stock to Bison Propane Bottle Exchange, L.L.C. at a price per share equal to the purchase price for the Company's -6- Common Stock in an IPO or in a private placement of not less than $10,000,000 of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement Company's Common Stock, shall not constitute a Dilutive Event. As used in this Section 4.3(b3.3(b) and in Section 4.4 3.4 below, the term "COMMON STOCKCommon Stock" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Price of this Warrant held by a particular holder shall not be adjusted pursuant to this Article 4 III in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 75% of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. A Warrant which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant so loses its rights to such adjustment, all Warrants which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant representing such Warrant will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. , consecutively, beginning with X- 0). The holders of Warrants of each such sub-series shall promptly deliver such Warrants to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrants, all dividend payments Payments or other distributions owing with respect to the Warrants represented by such Warrants.

Adjustment for Dilutive Events. If and whenever on or after the ------------------------------ original date of issuance of this Warrant the Corporation issues or sells, or in accordance with Section 4.4 below is deemed to have issued or sold, any shares of Common Stock for consideration per share less than the Conversion Price (the "DILUTED SHARE PRICEDiluted Share Price") in effect immediately prior to the time of such issue or sale (a "DILUTIVE EVENTDilutive Event"), then forthwith upon the occurrence of any such Dilutive Event the Conversion Price will be reduced so that the Conversion Price in effect immediately following the Dilutive Event will equal the Diluted Share Price. Notwithstanding the foregoing, the issuance by the Corporation of up to 2,000,000 shares of Common Stock, or securities convertible into or options to acquire up to 2,000,000 shares of Common Stock, issued pursuant to stock option plans or grants to officers or employees approved by the Board or the issuance of Common Stock upon conversion of the Series A Preferred Shares issued pursuant to the Securities Purchase Agreement shall not constitute a Dilutive Event. As used in this Section 4.3(b) and in Section 4.4 below, the term "COMMON STOCKCommon Stock" shall include Common Stock Equivalents. Notwithstanding anything contained herein to the contrary, the Exercise Price of this Warrant held by a particular holder shall not be adjusted pursuant to this Article 4 in connection with a particular Dilutive Event, or any subsequent Dilutive Event, if such holder of this Warrant fails to purchase, after being offered by the Corporation the opportunity to purchase, a percentage of the securities, rights or options, or any combination thereof, the sale of which constitute the Dilutive Event, which is equal to or greater than 75 % of the percentage ownership of the Corporation's Common Stock on a fully diluted basis held by such holder immediately prior to such Dilutive Event. A Warrant which is no longer subject to adjustment as a result of the preceding sentence shall remain subject to such limitation regardless of any subsequent transfers, and at each time that any Warrant so loses its rights to such adjustment, all Warrants which have lost their right to such adjustment as of such time shall be automatically classified into (and the outstanding Warrant representing such Warrant will automatically be deemed to represent) new sub-series X-0, X-0, X-0, etc. ., consecutively, beginning with X- 0A-1. The holders of Warrants of each such sub-series shall promptly deliver such Warrants to the Corporation upon the Corporation's request, for exchange or notation to reflect such sub-series. If any such Warrants are not delivered to the Corporation, the Corporation shall make appropriate notations on its stock records, which may include stop transfer instructions, and may place in escrow, pending receipt of such Warrants, all dividend payments or other distributions owing with respect to the Warrants represented by such Warrants.