Common use of Change in Option Price or Conversion Rate Clause in Contracts

Change in Option Price or Conversion Rate. If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; or (iii) the rate at which any Capital Shares Equivalent are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Capital Shares Equivalent still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding the foregoing, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error.

Change in Option Price or Conversion Rate. If there is a change at any time the purchase price provided for in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) , the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Conversion Price in effect at the time of such change will shall be readjusted immediately adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding For purposes of Section 5C, if the foregoingterms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series I Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued and sold as of the date of such change; provided, that (A) no such change shall at any time cause the Conversion Price hereunder to be increased, and (B) no adjustment to the extent the shares Conversion Price pursuant to this clause (iii) shall be made as a result of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice any adjustment to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only exercise and/or conversion price with respect to Warrants exercised after the outstanding capital security of the Corporation on the date hereof pursuant to and in accordance with the antidilution protection provisions of such expiration), to the Exercise Price which would then be securities as in effect had on the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest errordate hereof.

Change in Option Price or Conversion Rate. If there is a change at In the event that the purchase price provided for in any time Option referred to in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional considerationsubsection 5(c)(i)(c), if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; or (iii) the rate at which any Capital Shares Equivalent Convertible Securities referred to in subsection 5(c)(i)(c) are convertible into or exchangeable for shares of Common Stock shall change at any time (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Current Conversion Price of each series of Preferred Stock in effect at the time of such change will event shall forthwith be readjusted to the Exercise Conversion Price which that would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding In the foregoingevent that the purchase price provided for in any such Option referred to in subsection 5(c)(i)(c), or the additional consideration (if any) payable upon the conversion or exchange of any Convertible Securities referred to in subsection 5(c)(i)(c), or the extent the shares of Common Stock (or securities rate at which any Convertible Securities referred to in subsection 5(c)(i)(c) are convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration reduced at any time under or by reason of such rights, options, or warrants (but only provisions with respect thereto designed to Warrants exercised after such expiration)protect against dilution, to then in case of the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (upon the exercise of any such Option or securities convertible into upon conversion or exchangeable for exchange of any such Convertible Security, the Current Conversion Price of a series of Preferred Stock then in effect hereunder shall, upon issuance of such shares of Common Stock) actually issued. In case any subscription price may , be paid in a consideration part adjusted to such amount as would have obtained had such Option or all of which shall be in a form other than cash, Convertible Security never been issued and had adjustments been made only upon the value of such consideration shall be as determined in good faith by the Board of Directors issuance of the Company, whose determination shall be conclusive absent manifest errorshares of Common Stock delivered as aforesaid and for the consideration actually received for such Option or Convertible Security and the Common Stock.

Change in Option Price or Conversion Rate. If there is a change at any time Except for Options ----------------------------------------- granted in (iaccordance with the provisions of Section 8(c) above or in accordance with the amount Company's Rights Agreement dated as of additional consideration payable to February 26, 2000, if the Company upon the exercise of purchase price provided for in any Options; (ii) , the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Price in effect at the time of such change will shall be readjusted immediately adjusted to the Exercise Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding the foregoing, to the extent the shares ; provided that if such adjustment would result in an increase of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Warrants. For purposes of Section 9, if the terms of any Option or Convertible Security which was outstanding as of the date hereof are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be readjusted after deemed to have been issued as of the expiration date of such rights, options, or warrants (but only with respect to Warrants exercised after change; provided that no such expiration), to change shall at any time cause the Exercise Price which would then hereunder to be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest errorincreased.

Change in Option Price or Conversion Rate. If there is a change ----------------------------------------- at any time in (iA) the amount of additional consideration payable to the Company Corporation upon the exercise of any Options; (iiB) the amount of additional consideration, if any, payable to the Company Corporation upon the exercise, conversion or exchange of any Capital Shares EquivalentConvertible Securities; or (iiiC) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will shall be readjusted to the Exercise Price which would have been in effect at such time had if such Options or Capital Shares Equivalent Convertible Securities still outstanding had provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding the foregoing, to the extent the shares of Common Stock (issuable upon exercise of any Option or securities convertible into upon conversion or exchangeable for shares exchange of Common Stock) are not deliveredany Convertible Securities is not, upon 5 Trading Days prior written notice in fact, issued and the rights to the Holderexercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be have been in effect had at the adjustments made upon the issuance time of such rightsexpiration or termination if such Option or Convertible Securities, options to the extent outstanding immediately prior to such expiration or warrants been made upon termination (other than in respect of the basis of delivery of only the actual number of shares of Common Stock (issued upon exercise or securities convertible into or exchangeable for such shares of Common Stock) actually conversion thereof), had never been issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error.

Change in Option Price or Conversion Rate. If there is a change at any time in (i) Upon the amount of additional consideration payable to the Company upon the exercise happening of any Options; (ii) of the amount of following events, namely, if the purchase price provided for in any Option referred to above, the additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities referred to above, or (iii) the rate at which any Capital Shares Equivalent Convertible Securities referred to above are convertible into or exchangeable for Common Stock shall change at any time (in each such caseincluding, other than but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding On the foregoing, termination of any Option for which any adjustment was made pursuant to this Section 5 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this Section 5 (including without limitation upon the extent redemption or purchase for consideration of such Convertible Securities by the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the HolderCompany), the Exercise Price then in effect hereunder shall forthwith be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), changed to the Exercise Price which would then be have been in effect had at the adjustments made upon the issuance time of such rightstermination had such Option or Convertible Securities, options or warrants to the extent outstanding immediately prior to such termination, never been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error.

Change in Option Price or Conversion Rate. If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the exercise, conversion Aggregate Consideration or exchange of any Capital Shares Equivalent; or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Price in effect at the time of such change will shall be readjusted immediately adjusted to the Exercise Price which that would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed additional consideration Aggregate Consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding the foregoing; provided, to the extent the shares that, if such adjustment of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to would result in an increase in the Exercise Price which would then in effect, the Company will promptly give all Holders written notice of such increase; provided, further, that no adjustment shall be in effect had the adjustments made upon hereunder as a result of a change of any such conversion rate as a result of the issuance of securities for which an adjustment would otherwise be made under Section 6(a). For purposes of this Section 6(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date hereof are changed in the manner described in the immediately preceding sentence, then such rights, options Option or warrants been made upon Convertible Security and the basis of delivery of only the number of shares of Common Stock (deemed issuable upon exercise, conversion or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which exchange thereof shall be in a form other than cash, deemed to have been issued as of the value date of such consideration change; provided, that, no such change shall at any time cause the Exercise Price hereunder to be as determined increased above the initial Exercise Price in good faith by effect upon issuance of Warrants on the Board of Directors of the Company, whose determination shall be conclusive absent manifest errordate hereof.

Change in Option Price or Conversion Rate. If there is a change at In the event that the purchase price provided for in any time option, warrant or other securities referred to in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional considerationsubsection 11.4.3, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; or (iii) the rate at which any Capital Shares Equivalent convertible or exchangeable securities referred to in subsection 11.4.3 are convertible into or exchangeable for shares of Common Stock shall change at any time (in each such case, other than under or by reason of provisions designed to protect against dilution), than, for purposes of any adjustment required by Section 11.4, the Exercise Price in effect at the time of such change will event shall forthwith be readjusted to the Exercise Price which that would have been in effect at such time had such Options options. warrants or Capital Shares Equivalent other securities or convertible or exchangeable securities still outstanding provided for such changed purchase price, additional consideration or changed conversion or exchange rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding In the foregoingevent that the purchase price provided for in any such option referred to in subsection 11.4.3, or the additional consideration (if any) payable upon the conversion or exchange of any convertible or exchangeable securities referred to in subsection 11.4.4, or the extent the shares of Common Stock (rate at which any convertible or exchangeable securities referred to in subsection 11.4.3 are convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration reduced at any time under or by reason of such rights, options, or warrants (but only provisions with respect thereto designed to Warrants exercised after such expiration)protect against dilution, to then in case of the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (upon the exercise of any such option or securities upon conversion or exchange of any such convertible into or exchangeable for security, the Exercise Price then in effect hereunder shall, upon issuance of such shares of Common Stock) actually issued. In case any subscription price may , be paid in a consideration part adjusted to such amount as would have obtained had such option or all of which shall be in a form other than cash, convertible or exchangeable security never been issued and had adjustments been made only upon the value of such consideration shall be as determined in good faith by the Board of Directors issuance of the Company, whose determination shall be conclusive absent manifest errorshares of Common Stock delivered as aforesaid and for the consideration actually received for such option or convertible or exchangeable security and the shares of Common Stock.

Change in Option Price or Conversion Rate. If there is a change at any time the purchase price provided for in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) , the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Conversion Price in effect at the time of such change will shall be readjusted immediately adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment would result in an increase of the Conversion Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Series A Preferred and Series B Preferred. Notwithstanding For purposes of paragraph 7C, if the foregoingterms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series A Preferred and Series B Preferred are changed in the manner described in the immediately preceding sentence, to then such Option or Convertible Security and the extent the shares of Common Stock (deemed issuable upon exercise, conversion or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price exchange thereof shall be readjusted after deemed to have been issued as of the expiration date of such rights, options, or warrants (but only with respect change; provided that no such change shall at any time cause the Conversion Price hereunder to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest errorincreased.

Change in Option Price or Conversion Rate. If there is a change at any time the purchase price provided for in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) , the amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Conversion Price in effect at the time of such change will shall be readjusted immediately adjusted to the Exercise Conversion Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding For purposes of Section 5.3, if the foregoingterms of any Option or Convertible Security which was outstanding as of the date of issuance of the Series J Preferred Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued and sold as of the date of such change; provided, that (A) no such change shall at any time cause the Conversion Price hereunder to be increased, and (B) no adjustment to the extent the shares Conversion Price pursuant to this clause (iii) shall be made as a result of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice any adjustment to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only exercise and/or conversion price with respect to Warrants exercised after the outstanding capital security of the Corporation on the date hereof pursuant to and in accordance with the antidilution protection provisions of such expiration), to the Exercise Price which would then be securities as in effect had on the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest errordate hereof.

Change in Option Price or Conversion Rate. If there is a change at any time the purchase price provided for in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) , the amount of additional consideration, if any, payable to the Company upon the exerciseissue, conversion or exchange of any Capital Shares Equivalent; Convertible Securities, or (iii) the rate at which any Capital Shares Equivalent Convertible Securities are convertible into or exchangeable for Common Stock (in each such case, other than under or by reason of provisions designed to protect against dilution)changes at any time, the Exercise Price in effect at the time of such change will shall be readjusted adjusted immediately to the Exercise Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding the foregoing, to the extent the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the Holder, the Exercise Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made upon the basis of delivery of only sold and the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which issuable hereunder shall be correspondingly adjusted; provided that if such adjustment would result in a form other than cashan increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the value Company to all holders of the Warrants. For purposes of this paragraph 2B, if the terms of any Option or Convertible Security which was outstanding as of the date of issuance of this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such consideration change; provided that no such change shall at any time cause the Exercise Price hereunder to be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest errorincreased.

Change in Option Price or Conversion Rate. If there is a change at any time in (i) Upon the amount of additional consideration payable to the Company upon the exercise happening of any Options; (ii) of the amount of following events, namely, if the purchase price provided for in any Option referred to above, the additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of any Capital Shares Equivalent; Convertible Securities referred to above, or (iii) the rate at which any Capital Shares Equivalent Convertible Securities referred to above are convertible into or exchangeable for Common Stock shall change at any time (in each such caseincluding, other than but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Capital Shares Equivalent Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. Notwithstanding On the foregoing, termination of any Option for which any adjustment was made pursuant to this Section 3(b) or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this Section 3(b) (including without limitation upon the extent redemption or purchase for consideration of such Convertible Securities by the shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) are not delivered, upon 5 Trading Days prior written notice to the HolderCompany), the Exercise Price then in effect hereunder shall forthwith be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), changed to the Exercise Price which would then be have been in effect had at the adjustments made upon the issuance time of such rightstermination had such Option or Convertible Securities, options or warrants to the extent outstanding immediately prior to such termination, never been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exchangeable for such shares of Common Stock) actually issued. In case any subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive absent manifest error.