Common use of Conversion Price Adjustment Clause in Contracts

Conversion Price Adjustment. (a) The Conversion Price will be subject to adjustment upon the happening of certain events, including: (1) the issuance of shares of Common Stock as a dividend or a distribution with respect to Common Stock, (2) subdivisions, combinations and reclassification of Common Stock, (3) the issuance to all holders of Common Stock of rights or warrants entitling them to subscribe for shares of Common Stock at less than the then Current Market Price of the Common Stock, (4) the distribution to holders of Common Stock of evidences of indebtedness of the Company, securities or capital stock, cash or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions paid exclusively in cash). The Company from time to time may reduce the Conversion Price of the Debentures by any amount selected by it for any period of at least 20 days, in which case the Company will give at least 15 days' notice of such reduction. The Company may, at its option, make such reductions in the Conversion Price, in addition to those set forth above, as its Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. No adjustment of the Conversion Price will be made upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan. No adjustment in the Conversion Price will be required unless adjustment would require a change of at least 1% in the price then in effect; provided, however, that any adjustment that would not be required to be made shall be carried forward and taken into account in any subsequent adjustment. If any event would required adjustment of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest absolute value to the holder of the Debentures.

Conversion Price Adjustment. (a) The Conversion Price will be subject to adjustment upon In the happening of certain events, including: (1) event that the issuance of shares of Company issues or sells any Common Stock as a dividend or a distribution with respect to Common Stock, (2) subdivisions, combinations and reclassification of Common Stock, (3) the issuance to all holders of securities which are convertible into or exchangeable for its Common Stock of or any convertible securities, or any warrants or other rights or warrants entitling them to subscribe for shares or to purchase or any options for the purchase of its Common Stock at less or any such convertible securities (other than the then Current Market Price issuance of the Common Stock, (4) the distribution to holders of Common Stock of evidences of indebtedness of the Company, securities or capital stock, cash or assets (including securities, but excluding those rights, warrants, dividends Warrants and distributions referred to above and dividends and distributions paid exclusively in cash). The Company from time to time may reduce the Conversion Price of the Debentures by any amount selected by it for any period of at least 20 days, in which case the Company will give at least 15 days' notice of such reduction. The Company may, at its option, make such reductions in the Conversion Price, in addition to those set forth above, as its Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. No adjustment of the Conversion Price will be made upon the issuance of any shares of Common Stock pursuant to the exercise thereof, shares or options issued or which may be issued pursuant to the Company's employee or director option plans or shares issued upon exercise of options, warrants or rights outstanding on the Closing Date and listed in the Exchange Act Reports but including, without limitation, any present such issuance in a Paragraph 4 Transaction or future plan providing other Acquisition) at an effective purchase price (or for consideration in a Paragraph 4 Transaction, Acquisition or other transaction) per Common Share which is less than the reinvestment of dividends Conversion Date Market Price then in effect or interest payable on securities the then Market Price For Common Shares, in each such case each of the Company and X percentages under the investment definition Conversion Date Market Price in effect under the Debentures immediately prior to such issue or sale shall be reduced effective concurrently with such issue or sale to percentages determined by multiplying each such percentage then in effect by a fraction, (x) the numerator of additional optional amounts in which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue, including, without duplication, those deemed to have been issued under any provision of the Debentures plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such plan. No adjustment in additional shares would purchase at such Market Price For Common Shares or Conversion Date Market Price, as the Conversion Price will be required unless adjustment would require a change of at least 1% in the price case may be, then in effect; provided, however, that any adjustment that would not be required to be made shall be carried forward and taken into account in any subsequent adjustment. If any event would required adjustment (y) the denominator of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and such adjustment which shall be the amount number of adjustment that has shares of Common Stock of the highest absolute value Company outstanding immediately after such issue or sale including, without duplication those deemed to the holder have been issued under any provision of the Debentures. For purposes of the foregoing , the amount of consideration received by the Company for any such issuance or sale, other than Cash, shall be the fair market value thereof as determined by the Company's Board of Directors , or at the option of the Holder of Debentures evidencing 50% or more of the principal indebtedness then evidenced thereby, by an investment banker or other appraiser selected by such Holders and reasonably acceptable to the Company.

Conversion Price Adjustment. (a) The Conversion Price will be subject to adjustment upon (and the happening of certain events, including: (1) the issuance number of shares of Common Stock issuance upon conversion hereunder) shall be subject to full ratchet adjustment from time to time as hereinafter provided. Upon each adjustment of the Conversion Price, the Holder hereof shall thereafter be entitled to purchase than number of shares of Common Stock of the Borrower obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable pursuant to conversion immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. If the Borrower subdivides (by any share dividend, share split, recapitalization or otherwise) one or more classes of its Equity Interests into a dividend greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Borrower combines (by combination, reverse stock split or otherwise) one or more classes of its Equity Interests into a distribution with respect smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. If the Borrower (i) sells or issues any Common Stock, (2) subdivisions, combinations and reclassification Stock for a price at or below the Conversion Price per share of Common Stock, or (3ii) distributes to the holders of its outstanding Common Stock, with or without consideration, any cash, securities, or other property (including, without limitation, the distribution of assets of the Borrower, cash dividends and other distributions, the granting of stock appreciation rights, phantom stock rights or other rights with equity features, and the non-cash issuance of equity securities of the Borrower), then the Conversion Price shall be adjusted to such lower price per share of Common Stock; provided, that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this clause (c). Notwithstanding the foregoing, (i) the Conversion Price shall not be adjusted in connection with the issuance or exercise of any rights, warrants or options to all holders subscribe for or purchase Equity Interests pursuant to existing employee option grants to employees at an exercise price of not less than $3.57 per share of Common Stock of rights or warrants entitling them to subscribe for shares of Common Stock at less than after the then Current Market Price of the Common Stock, date hereof and (4ii) the distribution to holders of Common Stock of evidences of indebtedness of the Company, securities or capital stock, cash or assets (including securities, but excluding those rights, warrants, dividends and distributions referred to above and dividends and distributions paid exclusively in cash). The Company from time to time may reduce the Conversion Price of the Debentures by any amount selected by it for any period of at least 20 days, in which case the Company will give at least 15 days' notice of such reduction. The Company may, at its option, make such reductions in the Conversion Price, in addition to those set forth above, as its Board of Directors deems advisable to avoid or diminish any income tax to holders of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. No adjustment of the Conversion Price will be made upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any such plan. No adjustment in the Conversion Price will be required unless adjustment would require a change of at least 1% in the price then in effect; provided, however, that any adjustment that would not be required to be made shall be carried forward and taken into account in any subsequent adjustment. If any event would required adjustment of the Conversion Price pursuant to more than one of the provisions described above, only one adjustment shall be made and no such adjustment shall be required if the amount of adjustment that has the highest absolute value Borrower makes an identical distribution to the holder Holder of this Note as if this Note, immediately prior to such distribution, had hypothetically converted this Note into Common Stock on the Debenturesterms contained herein.”