Common use of Common Stock Options; Subscription Rights; Convertible Securities Clause in Contracts

Common Stock Options; Subscription Rights; Convertible Securities. Upon any issuance by the Company on or after the Initial Issue Date of options, warrants, or rights to subscribe for shares of Common Stock or of any securities convertible into or exchangeable for shares of Common Stock or of any similar securities for a consideration per share other than the Market Price in effect immediately prior to the issuance of such options, warrants, rights or securities, the Purchase Price shall be reduced (and the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be appropriately increased), by making computations in accordance with subsection (c) of this Section 6; provided that: (i) The maximum number of shares of Common Stock deliverable under any such option, warrant, or right shall be considered to have been delivered at the time such option, warrant, or right was issued, for a consideration equal to the minimum purchase price per share of Common Stock provided for in such option, warrant, or right plus the consideration, if any, received by the Company for such option, warrant, or right (before deducting underwriting discounts, commissions, and other expenses); (ii) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or exchange for any such securities or rights shall be considered to have been delivered at the time of issuance of such securities or rights, for a consideration equal to the consideration received by the Company for such securities or rights (before deducting underwriting discounts, commissions, and other expenses) plus the minimum consideration (other than such securities) to be received by the Company upon the exchange or conversion of such securities or rights; (iii) If the purchase or conversion price provided for in any options, warrants, or rights referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Purchase Price (and the number of shares of Nonvoting Common Stock purchasable upon the exercise of this Warrant) in effect at the time of such event shall be readjusted to the Purchase Price (and the number of shares of Nonvoting Common Stock purchasable upon the exercise of this Warrant) which would have been in effect at such time had such rights, options, warrants, or convertible securities still outstanding provided for such new purchase or conversion price, additional consideration, or conversion rate, as the case may be, at the time initially granted, issued, or sold. If the purchase or conversion price provided for in any such option, warrant, or right referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Common Stock shall be changed at any time by reason of provisions designed to protect against dilution, then when shares of Common Stock are delivered upon the exercise of any such option, warrant, or right or upon conversion or exchange of any such convertible security or rights, the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) then in effect hereunder shall be readjusted to such amount as would have been obtained had such option, warrant, right, or convertible security never been issued as to such shares of Common Stock and had the adjustments required hereunder been made at the time of the issuance of the shares of Common Stock delivered as aforesaid; and (iv) On the expiration of any such options, warrants, or rights or at the termination of any such rights to convert or exchange, the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) then in effect shall be readjusted to the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) which would have been in effect had the adjustments (and readjustments) made upon the issuance of such expired or terminated options, warrants, rights, or securities (or upon the occurrence of any event with respect thereto specified in the immediately preceding subsection (iii)) been made without reference to the number of shares of Common Stock subject to such terminated or expired options, warrants, rights, or securities. Notwithstanding the prior sentence, the Holder shall not be required to surrender or adjust any shares of Common Stock theretofore received by the Holder upon exercise of a Warrant.

Common Stock Options; Subscription Rights; Convertible Securities. Upon any issuance by the Company on or after the Initial Issue Date of options, warrants, or rights to subscribe for shares of Aggregate Common Stock or of any securities convertible into or exchangeable for shares of Aggregate Common Stock or of any similar securities for a consideration per share other than the Market Price in effect immediately prior to the issuance of such options, warrants, rights or securities, the Purchase Exchange Price shall be reduced (and the number of shares of Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this Warrant Notes shall be appropriately increased), ) by making computations in accordance with subsection subparagraph (c) of this Section 66.3; provided provided, however, that: (i) The maximum number of shares of Aggregate Common Stock deliverable under any such option, warrant, or right shall be considered to have been delivered at the time such option, warrant, or right was issued, for a consideration equal to the minimum 29 134 purchase price per share of Aggregate Common Stock provided for in such option, warrant, or right right, plus the consideration, if any, received by the Company for such option, warrant, or right (before deducting underwriting discounts, commissions, and other expenses); (ii) The aggregate maximum number of shares of Aggregate Common Stock deliverable upon conversion of or exchange for any such securities or rights shall be considered to have been delivered at the time of issuance of such securities or rightssecurities, for a consideration equal to the consideration received by the Company for such securities or rights (before deducting underwriting discounts, commissions, and other expenses) plus the minimum consideration (other than such securities) to be received by the Company upon the exchange or conversion of such securities or rightssecurities; (iii) If the purchase or conversion price provided for in any rights, options, warrants, or rights warrants referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Aggregate Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Purchase Exchange Price (and the number of shares of Nonvoting Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this WarrantNotes) in effect at the time of such event shall be readjusted to the Purchase Exchange Price (and the number of shares of Nonvoting Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this WarrantNotes) which would have been in effect at such time had such rights, options, warrants, or convertible securities still outstanding provided for such new purchase or conversion price, additional consideration, consideration or conversion rate, as the case may be, at the time initially granted, issued, issued or sold. If the purchase or conversion price provided for in any such right, option, warrant, or right warrant referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Aggregate Common Stock shall be changed at any time by reason of provisions designed to protect against dilution, then when shares of Aggregate Common Stock are delivered upon the exercise of any such right, option, warrant, or right warrant or upon conversion or exchange of any such convertible security or rightssecurity, the Purchase Exchange Price (and the number of shares of Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this WarrantNotes) then in effect hereunder shall be readjusted to such amount as would have been obtained had such right, option, warrant, right, or convertible security never been issued as to such shares of Aggregate Common Stock and had the adjustments required hereunder been made at the time of the issuance of the shares of Aggregate Common Stock delivered as aforesaid; and (iv) On the expiration of any such options, warrants, or rights or at the termination of any such rights to convert or exchange, the Purchase Exchange Price (and the number of shares of Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this WarrantNotes) then in effect shall be readjusted to the Purchase Exchange Price (and the number of shares of Series A Voting Preferred Stock and Voting Common Stock purchasable issuable upon the exercise exchange of this WarrantNotes) which would have been in effect had the adjustments (and readjustments) made upon the issuance of such expired or terminated options, warrants, rights, or securities (or upon the occurrence of any event with respect thereto specified in the immediately preceding subsection subparagraph (iii)) been made without reference to the number of shares of Aggregate Common Stock subject to such terminated or expired options, warrants, rights, or securities. Notwithstanding the prior sentence, the Holder shall not be required to surrender or 30 135 adjust any shares of Series A Voting Preferred Stock and Voting Common Stock theretofore received by the Holder upon exercise exchange of a WarrantNotes.

Common Stock Options; Subscription Rights; Convertible Securities. Upon any issuance by the Company on or after the Initial Issue Date of options, warrants, options or rights to subscribe for shares of Common Stock or of any securities convertible into or exchangeable for shares of Common Stock or of any similar securities for a consideration per share other than the Market Price in effect immediately prior to the issuance of such options, warrants, rights or securities, the Purchase Price shall be reduced (and the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be appropriately increased), by making computations in accordance with subsection (c) of this Section 6; provided that: (i) The maximum number of shares of Common Stock deliverable under any such option, warrant, option or right shall be considered to have been delivered at the time such option, warrant, option or right was issued, for a consideration equal to the minimum purchase price per share of Common Stock provided for in such optionoption or right, warrant, or right plus the consideration, if any, received by the Company for such option, warrant, option or right (before deducting underwriting discounts, commissions, commissions and other expenses); (ii) The aggregate maximum number of shares of Common Stock deliverable upon conversion of or exchange for any such securities or rights shall be considered to have been delivered at the time of issuance of such securities or rightssecurities, for a consideration equal to the consideration received by the Company for such securities or rights (before deducting underwriting discounts, commissions, commissions and other expenses) plus the minimum consideration (other than such securities) to be received by the Company upon the exchange or conversion of such securities or rightssecurities; (iii) If the purchase or conversion price provided for in any options, warrants, rights or rights options referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Purchase Price (and the number of shares of Nonvoting Common Stock purchasable upon the exercise of this Warrant) in effect at the time of such event shall be readjusted to the Purchase Price (and the number of shares of Nonvoting Common Stock purchasable upon the exercise of this Warrant) which would have been in effect at such time had such rights, options, warrants, options or convertible securities still outstanding provided for such new purchase or conversion price, additional consideration, consideration or conversion rate, as the case may be, at the time initially granted, issued, issued or sold. If the purchase or conversion price provided for in any such option, warrant, right or right option referred to above, the additional consideration, if any, payable upon the conversion or exchange of convertible securities or rights referred to above, or the rate at which any convertible securities or rights referred to above are convertible into or exchangeable for shares of Common Stock shall be changed at any time by reason of provisions designed to protect against dilution, then when shares of Common Stock are delivered upon the exercise of any such option, warrant, right or right option or upon conversion or exchange of any such convertible security or rightssecurity, the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) then in effect hereunder shall be readjusted to such amount as would have been obtained had such option, warrant, right, option or convertible security never been issued as to such shares of Common Stock and had the adjustments required hereunder been made at the time of the issuance of the shares of Common Stock delivered as aforesaid; and (iv) On the expiration of any such optionsoptions or rights, warrants, or rights or at the termination of any such rights to convert or exchange, the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) then in effect shall be readjusted to the Purchase Price (and the number of shares of Common Stock purchasable upon the exercise of this Warrant) which would have been in effect had the adjustments (and readjustments) made upon the issuance of such expired or terminated options, warrants, rights, rights or securities (or upon the occurrence of any event with respect thereto specified in the immediately preceding subsection (iii)) been made without reference to the number of shares of Common Stock subject to such terminated or expired options, warrants, rights, rights or securities. Notwithstanding the prior sentence, the Holder shall not be required to surrender or adjust any shares of Common Stock theretofore received by the Holder upon exercise of a Warrant.