Common use of Common Stock Distribution Clause in Contracts

Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the Company's 1998 Stock Option Plan, as amended, or the Company's 2001 Stock Plan (collectively, the "Stock Plan"), (iii) up to 920,000 shares of Common Stock issued upon the conversion of the convertible notes held by Laurus Master Fund, up to 1,360,000 shares of Common Stock issued upon the conversion of the Company's Series A Convertible Preferred Stock and up to 666,667 shares of Common Stock issued upon the conversion of the Company's Series B Convertible Preferred Stock, (iv) warrants to purchase Common Stock issued to an Additional Investor (as defined in the Investors' Rights Agreement (the "Investors' Rights Agreement"), dated as of the date hereof, by and between the Company, the Holder and Xxxxx X. Xxxxxxxx and Xxxx X. X'Xxxxx), if any, provided such warrants are exercisable for no more than 333,334 shares of Common Stock and are on terms reasonably acceptable to Holder (the "Additional Warrants"), or (v) shares of Common Stock issued upon the conversion or exercise of this Warrant, the warrant issued to Petra Mezzanine Fund, L.P. (the "Petra Warrant"), or up to 333,334 shares of Common Stock issued upon conversion or exercise of the Additional Warrants (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to Common Stock Distribution, plus (2) the number of shares of Common Stock issued in such Common Stock Distribution.

Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the Company's 1998 Stock Option Plan, as amended, or the Company's 2001 Stock Plan (collectively, the "Stock Plan"), (iii) up to 920,000 shares of Common Stock issued upon the conversion of the convertible notes held by Laurus Master Fund, up to 1,360,000 shares of Common Stock issued upon the conversion of the Company's Series A Convertible Preferred Stock and up to 666,667 shares of Common Stock issued upon the conversion of the Company's Series B Convertible Preferred Stock, (iv) warrants to purchase Common Stock issued to an Additional Investor (as defined in the Investors' Rights Agreement dated as of March 31, 2005, as amended on April 15, 2005, and as amended, modified and amended by that certain Joinder Agreement dated April 18, 2005, and that certain Joinder Agreement of even date herewith (the "Investors' Rights Agreement"), dated as of the date hereof, by and between among the Company, Petra Mezzanine Fund, L.P. ("Petra"), Laddcap Value Partners L.P. ("Laddcap"), the Holder and Xxxxx Fxxxx X. Xxxxxxxx and Xxxx Rxxx X. X'Xxxxx (Fxxxx X. Xxxxxxxx and Rxxx X. X'Xxxxx, collectively, the "Management Stockholders")), if any, provided such warrants are exercisable for no more than 333,334 93,334 shares of Common Stock and are on terms reasonably acceptable to Holder (the "Additional Warrants"), or (v) shares of Common Stock issued upon the conversion or exercise of this Warrant, the warrant issued to Petra Mezzanine Fundunder that certain Stock Purchase Warrant by and between the Company and Petra dated as of March 31, L.P. 2005 (the "Petra Warrant"), the warrant issued to Laddcap (the "Laddcap Warrant") or up to 333,334 93,334 shares of Common Stock issued upon conversion or exercise of the Additional Warrants (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to Common Stock Distribution, plus (2) the number of shares of Common Stock issued in such Common Stock Distribution.

Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the Company's 1998 Stock Option Plan, as amended, or the Company's 2001 Stock Plan (collectively, the "Stock Plan"), (iii) up to 920,000 shares of Common Stock issued upon the conversion of the convertible notes held by Laurus Master Fund, up to 1,360,000 shares of Common Stock issued upon the conversion of the Company's Series A Convertible Preferred Stock and up to 666,667 shares of Common Stock issued upon the conversion of the Company's Series B Convertible Preferred Stock, (iv) warrants to purchase Common Stock issued to an Additional Investor (as defined in the Investors' Rights Agreement (the "Investors' Rights Agreement"), dated as of the date hereof, by and between the Company, the Holder and Xxxxx X. Xxxxxxxx Xxxxxxx and Xxxx X. X'Xxxxx), if any, provided such warrants are exercisable for no more than 333,334 400,000 shares of Common Stock and are on terms reasonably acceptable to Holder (the "Additional Warrants"), or (v) shares of Common Stock issued upon the conversion or exercise of this Warrant, the warrant issued to Petra Mezzanine Fund, L.P. (the "Petra Warrant"), Warrant or up to 333,334 400,000 shares of Common Stock issued upon conversion or exercise of the Additional Warrants (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to Common Stock Distribution, plus (2) the number of shares of Common Stock issued in such Common Stock Distribution.

Common Stock Distribution. If the Company shall issue, sell, distribute or otherwise grant any shares of Common Stock, other than (i) pursuant to a Common Stock Reorganization, (ii) shares issued pursuant to the exercise of options or warrants for the purchase of Common Stock outstanding on the date hereof or as reserved and ungranted as of the date hereof pursuant to the Company's 1998 Stock Option Plan, as amended, or the Company's 2001 Stock Plan (collectively, the "Stock Plan"), (iii) up to 920,000 shares of Common Stock issued upon the conversion of the convertible notes held by Laurus Master Fund, up to 1,360,000 shares of Common Stock issued upon the conversion of the Company's Series A Convertible Preferred Stock and up to 666,667 shares of Common Stock issued upon the conversion of the Company's Series B Convertible Preferred Stock, or (iv) warrants to purchase Common Stock issued to an Additional Investor (as defined in the Investors' Rights Agreement (the "Investors' Rights Agreement"), dated as of the date hereof, by and between the Company, the Holder and Xxxxx X. Xxxxxxxx and Xxxx X. X'Xxxxx), if any, provided such warrants are exercisable for no more than 333,334 shares of Common Stock and are on terms reasonably acceptable to Holder (the "Additional Warrants"), or (v) shares of Common Stock issued upon the conversion or exercise of this Warrant, the warrant issued to Petra Mezzanine Fund, L.P. L.P ("Petra") under that certain Stock Purchase Warrant by and between the Company and Petra dated as of March 31, 2005 (the "Petra Warrant"), the warrant (the "Laddcap Warrant") issued to Laddcap Value Partners L.P. ("Laddcap") or up to 333,334 shares that certain Stock Purchase Warrant (the "Initial Patriot Warrant") by and between Patriot Capital, L.P. and the Company dated as of Common Stock issued upon conversion or exercise of the Additional Warrants May 27, 2005 (any such issuance, sale, distribution or grant being herein called a "Common Stock Distribution"), for a consideration per share less than $1.25 per share (the "Investment Price") then the Exercise Price shall be adjusted as follows: the Exercise Price immediately prior to such Common Stock Distribution shall be multiplied by a fraction, the numerator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to such Common Stock Distribution, plus (2) the number of shares of Common Stock that the aggregate consideration received by the Company for such Common Stock Distribution would purchase at the Investment Price, and the denominator of which shall be the sum of (1) the number of fully-diluted shares of Common Stock outstanding (assuming the conversion or exercise of all outstanding securities convertible into or exercisable for shares of Common Stock) prior to Common Stock Distribution, plus (2) the number of shares of Common Stock issued in such Common Stock Distribution.