Common use of Adjustment Rules Clause in Contracts

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11, no adjustment shall be made to the number of Warrant Shares to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares for any purpose referred to in this Section 11, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 4 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 114, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 4 in respect of the issuance of Warrant Shares upon exercise of the Warrant.; (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 114, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 4 in respect of such action. (iv) In computing adjustments under this Section 114, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant.; (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent. (v) Notwithstanding anything herein to the contrary, no adjustment pursuant to this Section 5 shall cause the aggregate Exercise Price for all of the Warrant Shares to increase to more than $100.00.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than one percent (1% %) of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to one percent (1% %) or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of the issuance from time to time of Warrant Shares shares of Common Stock upon the exercise of any of the Warrant. (iii) Warrants. If the Company shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant.; (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent. (v) Notwithstanding anything herein to the contrary, no adjustment pursuant to this Section 5 shall cause the aggregate Exercise Price for all of the Warrant Shares to increase to more than $100.00.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article III shall be made successively whenever any an event referred to herein therein shall occur, except that, notwithstanding any other provision of this Section 11, no adjustment shall be made to the number of Warrant Shares to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iiib) If the Company shall take set a record of date to determine the holders of its shares of Common Stock for any purpose referred to in this Section 11purposes of a Common Stock Reorganization or Capital Reorganization, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Section 11 Article III in respect of such action. (ivc) In computing adjustments All calculations under this Section 11, (A) fractional interests in Shares Article III shall be taken into account made to the nearest one-thousandth cent or to the nearest one hundredth (1/100th) of a Shareshare, and (B) calculations as the case may be. Notwithstanding any provision of this Article III to the contrary, no adjustment in the Exercise Price shall be made if the amount of such adjustment would be less than $0.05, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.05 or more. (d) In any case in which the provisions of this Article III shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the nearest one-thousandth holder of one centany Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Shares issuable upon such exercise before giving effect to such adjustment and (ii) paying to such holder any amount of cash in lieu of a fractional share of Common Stock pursuant to Section 1.04; provided that the Company upon request shall deliver to such holder a due xxxx or other appropriate instrument evidencing such holder's rights to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article III shall be made successively whenever any an event referred to herein therein shall occur, except that, notwithstanding any other provision of this Section 11, no adjustment shall be made to the number of Warrant Shares to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iiib) If the Company shall take set a record of date to determine the holders of its shares of Common Stock for any purpose referred to in this Section 11purposes of a Common Stock Reorganization or Capital Reorganization, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Section 11 Article III in respect of such action. (ivc) In computing adjustments All calculations under this Section 11, (A) fractional interests in Shares Article III shall be taken into account made to the nearest one-thousandth cent or to the nearest one hundredth (1/100th) of a Shareshare, and (B) calculations as the case may be. Notwithstanding any provision of this Article III to the contrary, no adjustment in the Exercise Price shall be made if the amount of such adjustment would be less than $0.05, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.05 or more. (d) In any case in which the provisions of this Article III shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the nearest one-thousandth holder of one centany Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Shares issuable upon such exercise before giving effect to such adjustment and (ii) paying to such holder any amount of cash in lieu of a fractional share of Common Stock pursuant to Section 1.04; provided that the Company upon request shall deliver to such holder a due bxxx or other appropriate instrument evidencing such holder's rights to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares Stock Units to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than one percent (1% %) of the number of Warrant Shares Stock Units previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to one percent (1% %) or more of the number of Warrant Shares Stock Units to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of the issuance from time to time of Warrant Shares Stock Units upon the exercise of the this Warrant. (iii) . If the Company shall take a record of the holders of its shares Stock Unit for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing . The adjustments provided for in this Article IV are not intended to be duplicative of any adjustment provided for in Company’s organic documents to the extent that the adjustments under this Section 11, (A) fractional interests in Shares the organic documents provide the Warrantholders with the same economic benefit as provided herein. In the event that the Warrantholders shall be taken into account entitled to an adjustment under Company’s organic documents in addition to the nearest one-thousandth adjustment hereunder, the adjustments shall be applied together so that the Warrantholders receive benefits equivalent to the benefits provided under this Article IV but not in excess of a Share, and (B) calculations such benefit if such excess is caused by the application of the Exercise Price shall be carried provisions hereof in addition to the nearest one-thousandth provisions of one centthe organic documents.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 4 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 114, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No All adjustments under this Section 4 shall apply and be made pursuant in effect with respect to any portion of the Warrant Shares subject to this Section 11 in respect of the issuance of Warrant until such Warrant Shares upon exercise of the Warrant.are issued and registered as set forth in Section 2(b); (iii) If the Company shall take a record of the holders of its shares for any purpose referred to in this Section 11, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 in respect of such action. (iv) In computing adjustments under this Section 114, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one centAgora.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur. (b) If the Company shall set a record date to determine the holders of shares of Common Stock for purposes of a Common Stock Reorganization, except thatCommon Stock Distribution, notwithstanding any other provision of this Section 11Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the number amount of shares purchasable upon exercise of this Warrant Shares to be delivered to the Holder (or to in the Exercise Price) if Price shall be made pursuant to this Article IV unless such adjustment represents less than 1% of the number of Warrant Shares previously required to be so deliveredincreases or decreases such amount or price by one percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount to 1% or more of the number of Warrant Shares to be so deliveredprice by one percent or more. (iid) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares for any purpose referred to Notwithstanding anything in this Section 11, then (x) such record date shall be deemed Agreement to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such actioncontrary, no adjustment shall be made pursuant to this Section 11 Article IV or otherwise (including without limitation in the amount of shares purchasable upon exercise of this Warrant or in the Exercise Price) in respect of such action. or as a result of (ivi) In computing adjustments under this Section 11, the issuance (Aor deemed issuance) fractional interests or repurchase of shares of Common Stock in Shares shall be taken into account to connection with the nearest one-thousandth of a Share, and (B) calculations exercise of the Exercise Price shall be carried to Warrants or (ii) the nearest one-thousandth issuance (or deemed issuance), sale, grant or distribution of one centshares of Common Stock, Options or Convertible Securities in an underwritten public offering, or a Rule 144A offering, managed by a nationally or regionally recognized investment banking firm.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 4 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 114, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 4 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 114, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 4 in respect of such action. (iv) In computing adjustments under this Section 114, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occuroccurs, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Non-Voting Common Stock to be delivered to the Holder each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of (i) the issuance from time to time of Warrant Shares shares of Common Stock upon the exercise of any Warrants, or (ii) upon the Warrant. (iii) issuance from time to time of shares of Common Stock upon the exercise of any warrants or options to acquire Common Stock existing on the date hereof pursuant to the terms and conditions of such warrant or option on the date thereof. If the Company shall take takes a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 4 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 114, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than one-percent (1% %) of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to one-percent (1% %) or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iiib) If the Company shall take a record of the holders of its shares Common Shares for any purpose referred to in this Section 114, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 4 in respect of such action. (ivc) In computing adjustments under As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 114, (A) fractional interests the Company shall take any action which may be necessary, including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all Common Shares shall be taken into account which the Warrant Holder is entitled to the nearest one-thousandth receive upon exercise of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one centthis Warrant.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant.; (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent. (v) Notwithstanding anything to the contrary herein, under no circumstances shall the Exercise Price, directly or indirectly (including, without limitation, through a cashless exercise or through the issuance of new Shares, Warrants or convertible securities) be an amount lower than the Exercise Floor.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article V shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11, Article V; (a) no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 11 % or more of the number of Warrant Shares shares to be so delivered.; (iib) No adjustments if any event occurs which shall cause an adjustment to be made pursuant to this Article V and such adjustment shall result in an adjustment in the conversion price at which a share of Series B Cumulative Convertible Preferred Stock of the Company shall be convertible into Common Stock by reason of provisions designed to protect the holders thereof against dilution, the resulting adjustment of such conversion price shall not cause any further adjustment pursuant to this Article V; and (c) no adjustment shall be made pursuant to this Section 11 Article V in respect of the issuance from time to time of Warrant Shares shares of Common Stock upon the exercise of any of the Warrant. (iii) Warrants. If the Company shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article V, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article V in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant.; (iii) If the Company shall take a record of the holders of its shares Shares for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent. (v) Notwithstanding any other provisions in this Section 5 to the contrary, if a reduction in the Exercise Price pursuant to paragraphs (b) or (c) of this Section 5 would result in the Exercise Price being reduced below $3.13 (as adjusted for any Share Reorganization), or if a Special Distribution pursuant to paragraph (c) of this Section would result in a deemed Exercise Price below $3.13 (as adjusted for any Share Reorganization), then (i) the Exercise Price shall be reduced only to the maximum extent that would not require stockholder approval under applicable rules of the Nasdaq Stock Market and (ii) the Company shall use its reasonable best efforts to obtain such stockholder approval as soon as reasonably practicable, including by calling a special meeting of stockholders to vote on such Exercise Price adjustment, and after such approval, the Company shall effect such Exercise Price adjustment.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur. (b) If the Company shall set a record date to determine the Holders of shares of Common Stock for purposes of a Common Stock Reorganization, except thatCommon Stock Distribution, notwithstanding any other provision of this Section 11Dividend or Capital Reorganization, and shall legally abandon such action prior to effecting such Action, then no adjustment shall be made pursuant to this Article IV in respect of such action. (c) No adjustment in the number amount of shares purchasable upon exercise of this Warrant Shares to be delivered to the Holder (or to in the Exercise Price) if Price shall be made hereunder unless such adjustment represents less than 1% of the number of Warrant Shares previously required to be so deliveredincreases or decreases such amount or price by one percent or more, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall serve to adjust such amount to 1% or more of the number of Warrant Shares to be so deliveredprice by one percent or more. (iid) No adjustments adjustment in the Exercise Price shall be made pursuant hereunder if such adjustment would reduce the exercise price to this Section 11 in respect an amount below par value of the issuance Common Stock, which shall initially be $.01 per share of Warrant Shares upon exercise of the WarrantCommon Stock. (iiie) If the Company shall take a record of the holders of its shares for any purpose referred to in this Section 11, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no No adjustment shall be made pursuant to this Section 11 Article IV in respect of such action(i) the issuance (or deemed issuance) or repurchase of shares of Common Stock in connection with the exercise of the Warrants or (ii) the issuance of shares of Common Stock in Bona Fide Initial Public Offering managed by a nationally recognized investment banking firm. (ivf) In computing adjustments The Holder may at any time decline any adjustment which would otherwise be made under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one centArticle IV.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article V shall be made successively whenever any an event referred to herein shall occur, except that, that notwithstanding any other provision of this Section 11Article V, no adjustment shall be made to the number of Warrant Shares to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article V in respect of the issuance from time to time of Warrant Shares upon the exercise of the any of this Warrant. (iii) . If the Company shall take a record of the holders of its shares of the same class as the Warrant Shares for any purpose referred to in this Section 11Article V, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if unless the Company shall legally abandon such action prior to effecting such action, in which case no adjustment shall be made pursuant to this Section 11 Article V in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11, no adjustment shall be made to the number of Warrant Shares to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares for any purpose referred to in this Section 11, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Warrant Shares shall be taken into account to the nearest one-thousandth of a Warrant Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, except as provided below in this sentence, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares of Common Stock previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which which, together with any adjustments so carried forward forward, shall amount to 1% or more of the number of Warrant Shares shares of Common Stock to be so delivered, or upon any earlier date upon which this Series 1 Warrant is exercised in whole or in part and prior to the exercise thereof. (iib) No adjustments Except as otherwise provided in this Article IV, no adjustment shall be made pursuant to this Section 11 Article IV in respect of the issuance from time to time of Warrant Shares upon exercise shares of the WarrantCommon Stock. (iiic) If the Company shall take a record of the holders of its shares of Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) l. Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Voting Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of (x) the issuance of Warrant Shares upon stock options or Common Stock to employees, officers or directors of Cybex pursuant to employee stock ownership plans or otherwise, including without limitation the Cybex 1995 Stock Incentive Plan and the Cybex Non-Employee Directors Stock Retainer Plan, or the exercise of any such options, provided that the Warrant. aggregate amount of all such Common Stock and Common Stock for which such options are exercisable does not exceed fifteen percent (iii15%) of the Common Stock on a Fully Diluted Basis on the date hereof and (y) the issuance from time to time of shares of Common Stock upon the exercise of (1) any of the Warrants or (2) convertible securities outstanding on the date hereof. If the Company Cybex shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company Cybex shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occuroccurs, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the Holder each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of (a) the issuance of Warrant Shares upon options or warrants to acquire shares of Common Stock to employees, officers or directors of the Company pursuant to employee stock ownership plans or other benefit plans, or the exercise of any such options or warrants, provided that the Warrant. aggregate amount of all such Common Stock and Common Stock for which such options or warrants are exercisable does not exceed 5% of the Common Stock on a Fully Diluted Basis on the date hereof and (iiib) the issuance from time to time of any Warrants or shares of Common Stock upon the exercise of any of the Warrants. If the Company shall take takes a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occuroccurs, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the Holder each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of (a) the issuance of Warrant Shares upon options or warrants to acquire shares of Common Stock to employees, officers or directors of the Company pursuant to employee stock ownership plans or other benefit plans, or the exercise of any such options or warrants, provided that the Warrant. aggregate amount of all such Common Stock and Common Stock for which such options or warrants are exercisable does not exceed 20% of the Common Stock on a Fully Diluted Basis on the date hereof and (iiib) the issuance from time to time of any Warrants or shares of Common Stock upon the exercise of any of the Warrants. If the Company shall take takes a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (ia) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of the issuance from time to time of Warrant Shares shares of Common Stock upon the exercise of any of the Warrant. (iii) Warrants. If the Company Holdings shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company Holdings shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of (x) the issuance of Warrant Shares upon exercise of the WarrantWarrant or (y) the issuance, sale or grant before or after the date hereof by the Company to any director, officer or employee of the Company or any Affiliate of the Company of any Common Stock or of any option, bonus or other award exercisable into Common Stock approved by the Board of Directors of the Company or any duly authorized committee thereof; provided that the aggregate amount of all such Common Stock and Common Stock for which such options, bonuses and other awards are exercisable does not exceed [5]% of the Common Stock outstanding on the date hereof. (iii) If the Company shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.shall

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Non-Voting Common Stock to be delivered to the Holder each Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of the issuance from time to time of Warrant Shares shares of Common Stock upon the exercise of any of the Warrant. (iii) Warrants. If the Company shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 Article IV shall be made successively whenever any an event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11Article IV, no adjustment shall be made to the number of Warrant Shares shares of Voting Common Stock to be delivered to the each Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount amounts to 1% or more of the number of Warrant Shares shares to be so delivered. (ii) . No adjustments adjustment shall be made pursuant to this Section 11 Article IV in respect of (x) the issuance of Warrant Shares upon stock options or Common Stock to employees of Avatech pursuant to employee stock ownership plans or otherwise, or the exercise of any such options, PROVIDED that the Warrant. aggregate amount of all such Common Stock and Common Stock for which such options are exercisable does not exceed 15% of the Common Stock on a Fully Diluted Basis on the date hereof and (iiiy) the issuance from time to time of shares of Common Stock upon the exercise of any of the Warrants. If the Company Avatech shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 11Article IV, then (xi) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (yii) if the Company Avatech shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 Article IV in respect of such action. (iv) In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

Adjustment Rules. (i) Any adjustments pursuant to this Section 11 5 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 115, no adjustment shall be made to the number of Warrant Shares to be delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered. (ii) No adjustments shall be made pursuant to this Section 11 5 in respect of the issuance of Warrant Shares upon exercise of the Warrant. (iii) If the Company shall take a record of the holders of its shares Common Stock for any purpose referred to in this Section 115, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 5 in respect of such action. (iv) In computing adjustments under this Section 115, (A) fractional interests in Shares Common Stock shall be taken into account to the nearest one-thousandth of a Shareshare, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent. (v) For the purpose of the adjustments pursuant to this Section 5, each Contingent Options shall be deemed to have been issued on the earlier of (A) the date such Contingent Option is exercised and (B) the date of the exercise of this Warrant if such Contingent Option has not expired or been otherwise terminated before such date.