Computations and Adjustments Clause Samples

Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Purchase Price shall be computed to the next lowest cent and the number of Shares shall be calculated to the next highest whole unit. However, the fractional amount shall be used in calculating any future adjustments. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant, but the Company shall, in the case of the final exercise under this Warrant, make a cash payment for any fractional shares based on the value (determined without discount for illiquidity or minority status) as may be determined in good faith by the Company’s Board of Directors, which determination shall be conclusively binding on the parties. Notwithstanding any changes in the Purchase Price or the Number of Shares, this Warrant, and any Warrants issued in replacement or upon transfer thereof, may continue to state the initial Purchase Price and the initial Number of Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional shares purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant evidencing the aggregate Number of Shares to which the Holder is entitled after such adjustments.

Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Purchase Price shall be computed to the nearest cent and the Number of Shares shall be calculated to the next highest whole share. However, the fractional amount shall be used in calculating any future adjustments. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant, but the Company shall, in the case of the final exercise under this Warrant, make a cash payment for any fractional shares based on the Current Market Price of the Common Stock on the date of exercise. Notwithstanding any changes in the Purchase Price or the Number of Shares, this Warrant, and any Warrants issued in replacement or upon transfer thereof, may continue to state the initial Purchase Price and the Number of Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional shares of Common Stock purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant evidencing all the Warrants to which the Holder is entitled after such adjustments.

Computations and Adjustments. Upon each computation of an adjustment under this Section H, the number of Common Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments. RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and empowered on behalf of the Corporation to execute, verify and file a certificate of designation of preferences in accordance with Delaware law.

Computations and Adjustments. Upon each computation of an adjustment under this Section 8, the number of Units shall be calculated up or down to the nearest whole share. However, the fractional amount of each shall be used in calculating any future adjustments. No fractional Units shall be issued in connection with the exercise of this Warrant, but the Company shall make a cash payment for any fractional Units based on the Market Value of Units on the date of exercise. Notwithstanding any changes in the number of Units, this Warrant, and any Warrants issued in replacement thereof, may continue to state the initial number of Units. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional Units purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant, for the same Exercise Price as the existing Warrant, evidencing all the Warrants to which the Holder is entitled after such adjustments.

Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Purchase Price shall be computed to the nearest cent and the number of Warrant Shares shall be calculated to the next lowest whole share. However, the fractional amount shall be used in calculating any future adjustments. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant, but the Company shall, in the case of the final exercise under this Warrant, make a cash payment for any fractional shares based on the closing price on the date of exercise of a share of Common Stock on the American Stock Exchange (or, if not then listed or traded thereon, on the closing price on the principal exchange or system on which the Common Stock is then listed or traded, or, if not then listed or traded on such exchange or system, the mean of the closing bid and asked prices on an automated quotation system, or, if such quotations are not available, such value as may be determined in good faith by the Company's Board of Directors, which determination shall be conclusively binding on the parties). Notwithstanding any changes in the Purchase Price or the number of Warrant Shares, this Warrant, and any Warrants issued in replacement or upon transfer thereof, may continue to state the initial Purchase Price and the initial number of Warrant Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional shares of Common Stock purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant evidencing all the Warrant Shares to which the Holder is entitled after such adjustments.

Computations and Adjustments. Upon each computation of an adjustment ---------------------------- pursuant to this Section 5, the Purchase Price shall be rounded down to the nearest cent ($.01) and the Number of Shares shall be rounded up to the nearest whole share of Common Stock. Notwithstanding any changes in the Purchase Price or the Number of Shares provided herein, this Warrant may continue to state the initial Purchase Price and the initial Number of Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for any additional shares of Common Stock issuable under this Warrant or, upon the surrender of this Warrant, to issue a replacement Warrant evidencing the aggregate Number of Shares and the Purchase Price to which the Holder is entitled after any adjustment pursuant to this Section 5.

Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Purchase Price shall be computed to the nearest cent and the number of Warrant Shares shall be calculated to the next lowest whole share. However, the fractional amount shall be used in calculating any future adjustments. No fractional shares of Common Stock shall be issued in connection with the exercise of this Warrant, but the Company shall, in the case of the final exercise under this Warrant, make a cash payment for any fractional shares based on the closing price on the date of exercise of a share of Common Stock on the American Stock Exchange (or, if not then listed or traded thereon, on the closing price on the principal exchange or system on which the Common Stock is then listed or traded, or, if not then listed or traded on such exchange or system, the mean of the closing bid and asked prices on an automated quotation system, or, if such quotations are not available, such value as may be determined in good faith by the Company's Board of Directors, which determination shall be conclusively binding on the parties). Notwithstanding any changes in the Purchase Price or the number of Warrant Shares, this Warrant, and any Warrants issued in replacement or upon transfer thereof, may continue to state the initial Purchase Price and the initial number of Warrant Shares. Alternatively, the Company may elect to issue a new Warrant or Warrants of like tenor for the additional shares of Common Stock purchasable hereunder or, upon surrender of the existing Warrant, to issue a replacement Warrant evidencing all the Warrant Shares to which the Holder is entitled after such adjustments.