Common use of Common Stock Issuances Clause in Contracts

Common Stock Issuances. In the event that the Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any securities which are convertible into or exercisable or exchangeable for Common Stock (other than Debentures or Warrants issued under the Purchase Agreement), 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 which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be reduced effective concurrently with such issue or sale to equal such lower Per Share Selling Price. In the event that the Company or any of its Subsidiaries on or subsequent to the Closing Date issues or sells any Common Stock (other than as required under the Purchase Agreement or pursuant to exercise of Convertible Securities) at an effective Per Share Selling Price which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance 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 (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issuance or sale. For the purposes of the foregoing adjustment, in the case 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. In the event a fee is paid by the Company in connection with a transaction described in this clause (iii), the portion of such fee in excess of 5% of the purchase price in such transactions shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Price. For purposes of this Section 3(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 Conversion Price shall be used.

Common Stock Issuances. In the event that the Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any securities which are convertible into or exercisable or exchangeable for Common Stock or any Convertible Securities (other than Debentures or and Warrants issued under the Purchase Agreement), or any warrants or other rights to subscribe for or to purchase or any options for Agreement and the purchase Reedland Warrants (and shares of its 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 which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, date as applicable, then the Conversion Price shall shall, subject to readjustments as set forth in the definition of “Per Share Selling Price”, be reduced effective effectively concurrently with such issue issuance or sale to equal such lower Per Share Selling Price. In ; provided that (i) the event that aggregate purchase price received by the Company or any of its Subsidiaries on or subsequent to the Closing Date issues or sells any Common Stock (other than as required under the Purchase Agreement or pursuant to exercise of Convertible Securitiesall such issuances or sales, or (ii) at an effective the number equal to (x) the amount by which the Conversion Price exceeds the Per Share Selling Price which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be reduced effective concurrently with such issuance or sale to an amount determined multiplied by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1y) the number of shares of Common Stock outstanding immediately prior to then issuable upon conversions of such issuance or saleConvertible Securities, plus as applicable, exceeds: (2A) 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 (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issuance or sale. For the purposes of the foregoing adjustment, in the case 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. In the event a fee is paid by the Company in connection with a transaction described in this clause (iii), the portion of such fee in excess of 5% Indebtedness for borrowed money existing as of the purchase price Closing Date, $10 million; or (B) in such transactions shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Priceother cases $1 million. For purposes of this Section 3(c)(iii)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 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. In the event that the Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any securities which are convertible into or exercisable or exchangeable for Common Stock (other than Debentures or Warrants issued under the Purchase Agreement), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock 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)outstanding, at or to an effective Per Share Selling Price which is less than the Conversion Price or Interim Conversion Price, then in each such 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, as applicable, then the Conversion Price shall be automatically reduced effective concurrently with such issue or sale to equal such lower Per Share Selling Price. In the event that the Company or any of its Subsidiaries on or subsequent to the Closing Date issues or sells any Common Stock (other than as required under the Purchase Agreement or pursuant to exercise of Convertible Securities) at an effective Per Share Selling Price which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Conversion Price and/or Interim Conversion Price, as the case may be, then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance 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 the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issuance issue or sale. For the purposes of the The foregoing adjustment, in the case of provision shall not apply to any Convertible Securities, the maximum number of shares issuances or sales of Common Stock issuable upon exercise, exchange or conversion Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the date hereof in accordance with the terms 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 exercisewithin 24 hours of the closing 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, exchange or conversion of such Convertible Securities. In the event a fee is paid by the Company in connection with a transaction described in this clause (iii)otherwise material to, the portion of such fee in excess of 5% of the purchase price in such transactions shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Price. For purposes of this Section 3(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 Conversion Price shall be usedCompany.

Common Stock Issuances. In the event that the Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any securities which are convertible into or exercisable or exchangeable for Common Stock (other than Debentures or Warrants issued under the Purchase Agreement), or any warrants or other rights to subscribe for or to purchase or any options for the purchase of its Common Stock 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)outstanding, at or to an effective Per Share Selling Price which is less than the 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 the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be automatically reduced effective concurrently with such issue or sale to equal such lower Per Share Selling Price. In the event that the Company or any of its Subsidiaries on or subsequent to the Closing Date issues or sells any Common Stock (other than as required under the Purchase Agreement or pursuant to exercise of Convertible Securities) at an effective Per Share Selling Price which is less than the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be reduced effective concurrently with such issuance or sale to an amount determined by multiplying the Conversion Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance 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 the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issuance issue or sale. For the purposes of the The foregoing adjustment, in the case of provision shall not apply to any Convertible Securities, the maximum number of shares issuances or sales of Common Stock issuable upon exercise, exchange or conversion Convertible Securities (i) pursuant to any Convertible Securities currently outstanding on the date hereof in accordance with the terms 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 exercisewithin 24 hours of the closing 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, exchange or conversion of such Convertible Securities. In the event a fee is paid by the Company in connection with a transaction described in this clause (iii)otherwise material to, the portion of such fee in excess of 5% of the purchase price in such transactions shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Price. For purposes of this Section 3(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 Conversion Price shall be usedCompany.

Common Stock Issuances. In the event that If at any time while this Note is outstanding the Company or any of its subsidiaries on or subsequent to the Closing Date (A) issues or sells any securities which are convertible into or exercisable or exchangeable for Common Stock (other than Debentures or Warrants issued under the Purchase Agreement)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 which is less than the Conversion Price in effect immediately prior to 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 record dateoptions, as applicableor (y) the then applicable Conversion Price, then the Conversion Price shall be reduced effective concurrently with in each such issue or sale to equal such lower Per Share Selling Price. In the event that the Company or any of its Subsidiaries on or subsequent to the Closing Date issues or sells any Common Stock (other than as required under the Purchase Agreement or pursuant to exercise of Convertible Securities) at an effective Per Share Selling Price which is less than case, the Conversion Price in effect immediately prior to such issue or sale or record date, as applicable, then the Conversion Price shall be automatically reduced effective concurrently with such issuance issue or sale to an amount determined by multiplying the Conversion Price then in effect by a fraction, (xa) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance 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 the case may be, and (yb) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issuance 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 Company’s duly adopted stock option and bonus plans for employees and directors, or (z) Common Stock to the current shareholders of MediVision in exchange for shares of common stock of such entity in connection with the acquisition of such entity as currently contemplated. For the purposes of the foregoing adjustmentadjustments, 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. In the event a fee is paid by the Company in connection with a transaction described in this clause (iii), the portion of such fee in excess of 5% of the purchase price in such transactions shall be deducted from the selling price pro rata to all shares sold in the transaction to arrive at the Per Share Selling Price. For purposes of this Section 3(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.