Common use of Adjustment of Exercise Price upon Issuance of Common Stock Clause in Contracts

Adjustment of Exercise Price upon Issuance of Common Stock. Subject to the Issuance Cap exception in Section 6(j) below, if at any time while this Warrant is outstanding the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than (1) the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants outstanding and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), (4) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, or (5) the shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the lesser of: (1) the Adjusted Price in such issuance or sale or (2) the Average Price on the date of such issuance or sale. For the purpose of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. Subject to the Issuance Cap exception in Section 6(j) below, if If at any time while this Warrant is outstanding the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than (1) the Underlying Shares or other shares of Common Stock issued to any Holder or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable upon the exercise of any options or warrants outstanding on the date hereof and listed in Schedule 2.1(c) of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), (4) share of Common Stock issuable upon conversion of the Series A Preferred Stock, (5) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, or (56) the shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another person) for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, then immediately after such issue or sale, the Exercise Price then in effect shall be reduced to an amount equal to the lesser of: (1) the Adjusted Price in such issuance or sale or (2) the Average Price on the date of such issuance or sale. For the purpose of determining the adjusted Exercise Price under this Section 6(h)(i), the following shall be applicable:

Adjustment of Exercise Price upon Issuance of Common Stock. Subject to If after April 18, 2001 (the Issuance Cap exception in Section 6(j“Issue Date”) below, if at any time while this Warrant is outstanding the Company issues shall issue or sells, or is deemed to have issued or sold, sell any shares of its Common Stock (other than (1) the Underlying Shares or shares of Common Stock deemed to have been issued by the Company in connection with an Approved Stock Plan, (2) the shares of Common Stock issuable except upon the exercise of any options or warrants outstanding the Warrants and listed in Schedule 2.1(c) shares issued as a result of adjustments made under the terms of the Purchase Agreement, (3) the securities to be issued in the transactions set forth on such Schedule 2.1(c), (4) the shares of Common Stock issuable upon an Underwritten Offer (as defined in the Registration Rights Agreement) occurring before December 31, 2001, or (5) the shares of Common Stock issued or deemed to have been issued as consideration for an acquisition by the Company of a division, assets or business (or stock constituting any portion thereof) from another personWarrants) for a consideration per share less than (including, without limitation, those circumstances described in paragraphs (i) through (ix) below) the Exercise Price in effect on the date immediately prior to the date of such issuance issue or sale, then then, immediately after upon such issue or sale, the Exercise Price then in effect shall be reduced to the price (calculated to the nearest cent) determined by dividing (I) an amount equal to the lesser of: sum of (1A) the Adjusted Price in such issuance or sale or aggregate consideration to be received by the Company upon the full exercise of this Warrant (2the “Aggregate Price”) and (B) the Average Price aggregate consideration, if any, received by the Company for all shares of Common Stock issued or sold on the date of such issue or sale, by (II) an amount equal to the sum of (X) the Number Issuable prior to adjustment and (Y) the number of shares of Common Stock issued or sold on the date of such issuance or sale. No adjustment of the Exercise Price, however, shall be made in an amount less than $.01 per share, but any lesser adjustment shall be carried forward and shall be made upon the time of and together with the next subsequent adjustment, if any. For the purpose purposes of determining the adjusted Exercise Price under this Section 6(h)(i2(a), the following paragraphs (i) through (ix) shall also be applicable: