Common use of Common Stock Issuances Clause in Contracts

Common Stock Issuances. For a period commencing on the date of the Note and continuing at any time while the Note is outstanding, if the Corporation or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable Conversion Price, then in each such case, the Conversion Price in effect immediately prior to such issue or sale or record date shall be automatically reduced effective concurrently with such issue or sale to the Lower Per Share Selling Price (which figure shall be appropriately and equitably adjusted as provided herein for stock splits, stock dividends, and similar events). The foregoing provisions of this subsection shall not apply to issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, Securities or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof)outstanding, at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable greater of (I) the closing sale price per ADR on the Principal Market on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options ("Fair Market Price"), or (II) the Conversion Price, then in each such case, case the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (x) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions provision of this subsection shall not apply to issuances or sales pursuant to the Company's duly adopted employee or director bona fide options plans and/or compensation arrangements or to sales of (x) Common Stock upon conversionat a Per Share Selling Price which is equal to or greater than $1.75 (as such figure shall be appropriately and equitably adjusted for stock splits, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option dividends and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a partysimilar events). For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv3(c)(iii), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable greater of (I) the closing sale price per share of the Common Stock on the principal market on which the Common Stock is traded the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options (“Fair Market Price”), or (II) the Conversion Price, then in each such case, case the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (x) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection provision shall not apply to any issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the issuance date hereof in accordance with the terms of such Convertible Securities in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directorsdate hereof, or (zii) to any officer, director or employee of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company. The Company shall give to the each Holder of Notes written notice of any such sale of Common Stock or Convertible Securities issued in within 24 hours of the closing of any such sale and shall within such 24 hour period issue a merger/acquisition transaction to which the Corporation press release announcing such sale if such sale is a partymaterial event for, or otherwise material to, the Company. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv3(c)(iii), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable greater of (I) the closing sale price per share of the Common Stock on the principal market on which the Common Stock is traded the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options (“Fair Market Price”), or (II) the Conversion Price, then in each such case, case the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (x) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection provision shall not apply to any issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the issuance date hereof in accordance with the terms of such Convertible Securities in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directorsdate hereof, or (zii) to any officer, director or employee of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company’s Board of Directors and stockholders. The Company shall give to the each Holder of Notes written notice of any such sale of Common Stock or Convertible Securities issued in within 24 hours of the closing of any such sale and shall within such 24 hour period issue a merger/acquisition transaction to which the Corporation press release announcing such sale if such sale is a partymaterial event for, or otherwise material to, the Company. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv3(c)(iii), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any Common Stock or any Convertible SecuritiesSecurities (other than Debentures and Warrants under the Purchase Agreement and the Reedland Warrants (and shares of Common Stock to be issued pursuant to the Restated Non-Circumvention and Finder’s Fee Agreement, entered into between the Company and Reedland Capital Partners, an Institutional Division of Financial West Group, as of March 24, 2004) or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof, including the terms of the Reedland Warrants), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable Conversion Price, then in each such case, the Conversion Price in effect immediately prior to such issue or sale or record date shall as applicable, then the Conversion Price shall, subject to readjustments as set forth in the definition of “Per Share Selling Price”, be automatically reduced effective effectively concurrently with such issue issuance or sale equal such lower Per Share Selling Price; provided that (i) the aggregate purchase price received by the Company pursuant to all such issuances or sales, or (ii) the Lower number equal to (x) the amount by which the Conversion Price exceeds the Per Share Selling Price (which figure shall be appropriately and equitably adjusted as provided herein for stock splits, stock dividends, and similar events). The foregoing provisions of this subsection shall not apply to issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, multiplied by (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock then issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion conversions of such Convertible Securities, as applicable, exceeds: (A) in the case of conversion of Indebtedness for borrowed money existing as of the Closing Date, $10 million; or (B) in all other cases $1 million. For purposes of this Section 2(c)(iv)determining the foregoing amounts, if an event occurs that triggers more than one all issuances, sales of Common Stock or Convertible Securities, and reduction in the above adjustment provisionsconversion prices thereof, then only one adjustment shall be made and aggregated from the calculation method which yields date of this Debenture forward. Notwithstanding the greatest downward foregoing, no adjustment in to the affected Conversion Price shall be usedmade hereunder upon issuance of any Excluded Securities. For purposes hereof, “Excluded Securities” means (1) shares of Common Stock issued or issuable to employees, consultants or directors from time to time upon exercise of options, in such case granted or to be granted by the Board of Directors pursuant to one or more stock option plans or restricted stock plans in effect as of the Closing Date; or (2) shares of common stock issued in connection with the acquisition by the Company of any other corporation or entity or other strategic transaction including, without limitation, additional investments in companies the Company had existing investments in on the Closing Date.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, Securities or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof)outstanding, at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable greater of (I) the closing sale price per share of the Common Stock on the Principal Market on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options ("FAIR MARKET PRICE"), or (II) the Conversion Price, then in each such case, case the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (x) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection provision shall not apply to any issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed in effect on the date hereof, (ii) pursuant to be outstandingthe Notes or Warrants, (iii) pursuant to any capital raising which is not a Variable Rate Transaction and which is consummated on or prior to September 30, 2002, or (iv) to any officer, director, employee or Consultant (as defined below) of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company, provided that no further adjustment any such issuances or sales to Consultants must be reasonable consideration for the services rendered by such Consultants and shall be made upon not exceed more than $1 million in market value to all Consultants in the actual issuance aggregate under any circumstances. "Consultant" shall mean any natural person providing bona fide services to the Company which are not in connection with the offer or sale of securities in a capital raising transaction and which do not directly or indirectly promote or maintain a market for the Company's securities. The Company shall give to the Holder written notice of any such sale of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv), if an event occurs that triggers more than one within 24 hours of the above adjustment provisionsclosing of any such sale and shall within such 24 hour period issue a press release announcing such sale if such sale is a material event for, then only one adjustment shall be made and or otherwise material to, the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be usedCompany.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any Common Stock or any Convertible SecuritiesSecurities (other than (I) Debentures and warrants, as amended and restated as of April 15, 2004 and as further amended and restated as of September 15, 2004 (the “Warrants”) under the Purchase Agreement, (II) Xxxxxxx Purchased Shares and Option Shares under the Xxxxxxx Purchase Agreement (as defined below), (III) Common Stock or Convertible Securities pursuant to the Other Related Offerings (as defined below) effected substantially contemporaneously with the Xxxxxxx Purchase Agreement (containing substantially the same terms as the Xxxxxxx Purchase Agreement other than the amount of shares purchased and the aggregate purchase price paid), including shares of Common Stock issued or issuable (including pursuant to options) to Portside Growth & Opportunity Fund (“Portside”) pursuant to the terms of the Securities Purchase Agreement dated as of April 15, 2004 entered into by and between the Company and Portside, and (IV) the Reedland Warrants (and shares of Common Stock to be issued pursuant to the Restated Non-Circumvention and Finder’s Fee Agreement, entered into between the Company and Reedland Capital Partners, an Institutional Division of Financial West Group, as of March 23, 2004)) or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof, including the terms of the Reedland Warrants), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable Conversion Price, then in each such case, the Conversion Price in effect immediately prior to such issue or sale or record date shall as applicable, then the Conversion Price shall, subject to readjustments as set forth in the definition of “Per Share Selling Price,” be automatically reduced effective effectively concurrently with such issue issuance or sale equal such lower Per Share Selling Price; provided that (i) the aggregate purchase price received by the Company pursuant to all such issuances or sales, or (ii) the Lower number equal to (x) the amount by which the Conversion Price exceeds the Per Share Selling Price (which figure shall be appropriately and equitably adjusted as provided herein for stock splits, stock dividends, and similar events). The foregoing provisions of this subsection shall not apply to issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, multiplied by (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock then issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion conversions of such Convertible Securities, as applicable, exceeds: (A) in the case of conversion of Indebtedness for borrowed money existing as of the Closing Date, $10 million; or (B) in all other cases $1 million. For purposes of this Section 2(c)(iv)determining the foregoing amounts, if an event occurs that triggers more than one all issuances, sales of Common Stock or Convertible Securities, and reduction in the above adjustment provisionsconversion prices thereof, then only one adjustment shall be made and aggregated from the calculation method which yields date of this Debenture forward. Notwithstanding the greatest downward foregoing, no adjustment in to the affected Conversion Price shall be usedmade hereunder upon issuance of any Excluded Securities. For purposes hereof, “Excluded Securities” means (1) shares of Common Stock issued or issuable to employees, consultants or directors from time to time upon exercise of options, in such case granted or to be granted by the Board of Directors pursuant to one or more stock option plans or restricted stock plans in effect as of the Closing Date; or (2) shares of common stock issued in connection with the acquisition by the Company of any other corporation or entity or other strategic transaction including, without limitation, additional investments in companies the Company had existing investments in on the Closing Date.

Common Stock Issuances. For a period commencing on Except for an Exempt Issuance (as defined below), in the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof)outstanding, at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable greater of (A) the closing sale price per share of the Common Stock on the Principal Market on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options (“Fair Market Price”), or (B) the Conversion Price, then in each such case, the Affected Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Affected Conversion Price (which figure shall be appropriately and equitably adjusted as provided herein for stock splitsthen in effect by a fraction, stock dividends, and similar events). The foregoing provisions of this subsection shall not apply to issuances or sales of (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock upon conversionoutstanding immediately prior to such issue or sale, exercise plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Fair Market Price or exchange of Convertible Securities outstanding on Conversion Price, as the issuance date hereof in accordance with the terms in effect on such issuance datecase may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a partysale. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv3(c)(iii), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, Securities or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof)outstanding, at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable Conversion Price, then in each such case, case the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (x) the numerator of which figure shall be appropriately the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Conversion Price and equitably adjusted as provided herein for stock splits, stock dividends, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection provision shall not apply to any issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed in effect on the date hereof, (ii) pursuant to be outstandingthe Notes, (iii) to any officer, director, employee or Consultant (as defined below) of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company, provided that no further adjustment any such issuances or sales to Consultants must be reasonable consideration for the services rendered by such Consultants and shall not exceed more than $1 million in market value to all Consultants in the aggregate under any circumstances, or (iv) made in connection with mergers, acquisitions, licenses or other similar strategic transactions, provided any such issuance shall only be made upon in connection with a transaction involving a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the actual issuance business of the Company and in which the Company receives substantial benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. “Consultant” shall mean any natural person providing bona fide services to the Company which are not in connection with the offer or sale of securities in a capital raising transaction and which do not directly or indirectly promote or maintain a market for the Company’s securities. The Company shall give to the Holder written notice of any such sale of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv), if an event occurs that triggers more than one within 24 hours of the above adjustment provisionsclosing of any such sale and shall within such 24 hour period issue a press release announcing such sale if such sale is a material event for, then only one adjustment shall be made and or otherwise material to, the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be usedCompany.

Common Stock Issuances. For a period commencing on the date of the Note and continuing If at any time while the this Note is outstanding, if outstanding the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the greater of (x) the closing price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date fixed for the determination of stockholders entitled to receive such warrants, rights, or options, or (y) the then applicable Conversion Price, then in each such case, the Conversion Price in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price then in effect by a fraction, (a) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such closing price or Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(b) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection shall not apply to issuances or sales of (w) the Securities, (x) Common Stock upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the CorporationCompany’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued to the current shareholders of MediVision in a merger/exchange for shares of common stock of such entity in connection with the acquisition transaction to which the Corporation is a partyof such entity as currently contemplated. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv3(c)(iii), if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the affected Affected Conversion Price shall be used.

Common Stock Issuances. For a period commencing on In the date of event that the Note and continuing at any time while the Note is outstanding, if the Corporation Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, Securities or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof)outstanding, at or to an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which is less than the then applicable Conversion Price or Interim Conversion Price, then in each such case, case the Conversion Price and/or Interim Conversion Price, as the case may be, in effect immediately prior to such issue or sale or record date date, as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Lower Per Share Selling Conversion Price and/or Interim Conversion Price, as the case may be, then in effect by a fraction, (x) the numerator of which figure shall be appropriately and equitably adjusted the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such Conversion Price or Interim Conversion Price, as provided herein for stock splits, stock dividendsthe case may be, and similar events)(y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. The foregoing provisions of this subsection provision shall not apply to any issuances or sales of (x) Common Stock upon conversion, exercise or exchange of Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, (y) Common Stock or Convertible Securities under the Corporation’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock or Convertible Securities issued in a merger/acquisition transaction to which the Corporation is a party. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or conversion of such Convertible Securities shall be deemed in effect on the date hereof, (ii) pursuant to be outstandingthe Notes, or (iii) to any officer, director, employee or Consultant (as defined below) of the Company pursuant to a bona fide option or equity incentive plan duly adopted by the Company, provided that no further adjustment any such issuances or sales to Consultants must be reasonable consideration for the services rendered by such Consultants and shall be made upon not exceed more than $1 million in market value to all Consultants in the actual issuance aggregate under any circumstances. “Consultant” shall mean any natural person providing bona fide services to the Company which are not in connection with the offer or sale of securities in a capital raising transaction and which do not directly or indirectly promote or maintain a market for the Company’s securities. The Company shall give to the Holder written notice of any such sale of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For purposes of this Section 2(c)(iv), if an event occurs that triggers more than one within 24 hours of the above adjustment provisionsclosing of any such sale and shall within such 24 hour period issue a press release announcing such sale if such sale is a material event for, then only one adjustment shall be made and or otherwise material to, the calculation method which yields the greatest downward adjustment in the affected Conversion Price shall be usedCompany.