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’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 (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 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.