Common use of Computation of Adjusted Price Clause in Contracts

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance or sale and the number of shares of Common Stock which the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at the Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale. For the purposes of any computation to be made in accordance with this Section 7.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 8.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 8.8 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi8.1(vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) ), be reduced to the price (calculated to the nearest full cent) equal to the price determined quotient derived by multiplying the Exercise Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, multiplied by (b) the lower of (i) the Exercise Price in effect immediately prior to such issuance or sale and or (ii) the number "Market Price" (as defined in subsection (vi) of shares this Section 8.1 hereof) per share of Common Stock which on the date immediately prior to the issuance or sale of such shares, plus, (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at sale, by (B) the Market Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of any computation to be made in accordance with this Section 7.18.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 hereof)stock, including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 7.8 hereof, and except for shares issued as the result of options granted under any employee stock option of the Company as approved from time to time by shareholders of the Company) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined quotient derived by multiplying the Exercise Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (X) the product of the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, multiplied by (b) the Exercise Price in effect immediately prior to such issuance or sale and plus, (Y) the number aggregate of shares of Common Stock which the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at sale, by (B) the Market Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 7.3 hereof. For the purposes of any computation to be made in accordance with this Section 7.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall shall, at any time after the date hereof of closing of the sale of securities pursuant to the PO (the "Closing Date"), issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 9 (f) hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 9(h) hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, (i) for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the (A) "Market Price" (as defined in Section 7.1(vi9(a)(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale or (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Exercise Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined by multiplying the Exercise Warrant Price in effect immediately prior to such issuance or sale by a fraction, 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 and multiplied by the number of shares of Common Stock which Warrant Price immediately prior to such issuance or sale plus (2) the amount of all consideration, if any, consideration received by the Company upon such issuance or sale would purchase at the Market Pricesale, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) hereof. For the purposes of any computation to be made in accordance with this Section 7.19(a), the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 hereof)Common, including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 7.8 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined quotient derived by multiplying the Exercise Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, multiplied by (b) the Exercise Price in effect immediately prior to such issuance or sale and plus, (Y) the number aggregate of shares of Common Stock which the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at sale, by (B) the Market Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 7.3 hereof. For the purposes of any computation to be made in accordance with this Section 7.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 8.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 8.8 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities security for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Purchase Price in effect immediately prior to the issuance or sale of such shares or less than the "Market Price" (as defined in Section 7.1(vi8.l (vi) hereof) per share of Common Stock Stock, or without consideration, then forthwith upon such issuance or sale, the Exercise Purchase Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined quotient derived by multiplying the Exercise Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, multiplied by (b) the lower of (i) the Purchase Price in effect immediately prior to such issuance or sale and or (ii) the number of shares Market Price per share of Common Stock which on the date immediately prior to the issuance of such shares, plus, (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at sale, by (B) the Market Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Purchase Price be adjusted pursuant to this computation to an amount in excess of the Purchase Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of any computation to be made in accordance with this Section 7.18.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 8.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 8.8 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi8.1(vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) ), be reduced to the price (calculated to the nearest full cent) equal to the price determined quotient derived by multiplying the Exercise Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, multiplied by (b) the lower of (i) the Exercise Price in effect immediately prior to such issuance or sale and or (ii) the number "Market Price" (as defined in subsection (vi) of shares this Section 8.1 hereof) per share of Common Stock which on the date immediately prior to the issuance or sale of such shares, plus, (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at sale, by (B) the Market Price, and the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of any computation to be made in accordance with this Section 7.18.1, the following provisions shall be applicable:: (i) In case of the issuance or sale of shares of Common Stock for a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by the Company for such shares (or, if shares of Common Stock are offered by the Company for subscription, the subscription price, or, if such securities shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connection therewith.

Computation of Adjusted Price. Except as hereinafter -------------------------------- provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 7.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 7.6 7.8 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the lesser of either the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 7.1(vi7.1 (vi) hereof) per share of Common Stock or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance or sale and the number of shares of Common Stock which the amount of all consideration, if any, received by the Company upon such issuance or sale would purchase at the Market Price, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issuance or sale. For the purposes of any computation to be made in accordance with this Section 7.1, the following provisions shall be applicable: