Common use of Convertible Securities and Option Securities Clause in Contracts

Convertible Securities and Option Securities. If, after the date hereof, the Company shall issue, sell, distribute or otherwise grant (including by assumption): (i) any stock or other securities convertible into or exchangeable for Common Stock, whether or not the rights to exchange or convert thereunder are immediately exercisable (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), or (ii) any rights to subscribe for or to purchase, or any warrants or options (other than options to purchase shares of Common Stock outstanding on the date hereof as reserved as of the date hereof (subject to stockholder approval) and ungranted pursuant to the Stock Option Plans) for the purchase of, Common Stock or Convertible Securities, whether or not immediately exercisable, (such rights, warrants or options being herein called "Option Securities"), and the lowest aggregate consideration per share for which Common Stock is issuable upon the conversion or exercise of such Convertible Securities or Option Securities (and, if applicable, upon conversion or exchange of Convertible Securities issuable upon exercise of Option Securities) shall be less than the Investment Price, then the Exercise Price shall be reduced to the price determined in accordance with the formula provided above in Section 5(b). In the case of the issuance, sale, distribution or grant of Convertible Securities or Option Securities (i) the aggregate maximum number of shares of Common Stock deliverable upon exercise of Option Securities (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Option Securities were issued or granted and for a consideration equal to the consideration (determined in the manner provided in Section 5(c)), if any, received by the Company upon the issuance of such Option Securities plus the minimum exercise price provided in such Option Securities (without taking into account potential antidilution adjustments) for the Common Stock covered thereby, and (ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions or convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such Convertible Securities or upon the exercise of options to purchase or rights to subscribe for such Convertible Securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(c)). If any of such Convertible Securities or Option Securities shall have terminated, lapsed or expired prior to exercise, exchange or conversion, the Exercise Price then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant after such readjustment) to the Exercise Price which would then be in effect had the adjustment not been made upon the issuance, sale, distribution or grant of such Convertible Securities or Option Securities. Nothing provided in this paragraph 5(d), however, shall cause any adjustment in the Exercise Price solely due to the vesting of any Option Securities that are outstanding on the date hereof.

Convertible Securities and Option Securities. If, after the date hereof, If the Company shall issue, sell, distribute or otherwise grant (including by assumption): (i) any stock or other securities convertible into or exchangeable for Common Stock, whether or not the rights to exchange or convert thereunder are immediately exercisable (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), or (ii) any rights to subscribe for or to purchase, or any warrants or options (other than options to purchase shares of Common Stock outstanding on the date hereof as reserved as of the date hereof (subject to stockholder approval) and ungranted pursuant to the Stock Option PlansPlan) for the purchase of, Common Stock or Convertible Securities, whether or not immediately exercisable, (such rights, warrants or options being herein called "Option Securities"), and the lowest aggregate consideration per share for which Common Stock is issuable upon the conversion or exercise of such Convertible Securities or Option Securities (and, if applicable, upon conversion or exchange of Convertible Securities issuable upon exercise of Option Securities) shall be less than the Investment Price, then the Exercise Price shall be reduced to the price determined in accordance with the formula provided above in Section 5(b). In the case of the issuance, sale, distribution or grant of Convertible Securities or Option Securities (i) the aggregate maximum number of shares of Common Stock deliverable upon exercise of Option Securities (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Option Securities were issued or granted and for a consideration equal to the consideration (determined in the manner provided in Section 5(c)), if any, received by the Company upon the issuance of such Option Securities plus the minimum exercise price provided in such Option Securities (without taking into account potential antidilution adjustments) for the Common Stock covered thereby, and (ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions or convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such Convertible Securities or upon the exercise of options to purchase or rights to subscribe for such Convertible Securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(c)). If any of such Convertible Securities or Option Securities shall have terminated, lapsed or expired prior to exercise, exchange or conversion, the Exercise Price then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant after such readjustment) to the Exercise Price which would then be in effect had the adjustment not been made upon the issuance, sale, distribution or grant of such Convertible Securities or Option Securities. Nothing provided in this paragraph 5(d), however, shall cause any adjustment in the Exercise Price solely due to the vesting of any Option Securities that are outstanding on the date hereof.

Convertible Securities and Option Securities. IfExcept to the extent an adjustment has been previously made pursuant to this Section 5, after the date hereof, if the Company shall issue, sell, distribute or otherwise grant (including by assumption): (i) any stock or other securities convertible into or exchangeable for Common Stock, whether or not the rights to exchange or convert thereunder are immediately exercisable (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), or (ii) any rights to subscribe for or to purchase, or any warrants or options (other than options to purchase shares of Common Stock outstanding on the date hereof as reserved as of the date hereof (subject to stockholder approval) and ungranted pursuant to the Stock Option PlansPlan) for the purchase of, Common Stock or Convertible Securities, whether or not immediately exercisable, (such rights, warrants or options being herein called "Option Securities"), and the lowest aggregate consideration per share for which Common Stock is issuable upon the conversion or exercise of such Convertible Securities or Option Securities (and, if applicable, upon conversion or exchange of Convertible Securities issuable upon exercise of Option Securities) shall be less than the Investment Price, then the Exercise Price shall be reduced to the price determined in accordance with the formula provided above in Section 5(b). In the case of the issuance, sale, distribution or grant of Convertible Securities or Option Securities (i) the aggregate maximum number of shares of Common Stock deliverable upon exercise of Option Securities (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Option Securities were issued or granted and for a consideration equal to the consideration (determined in the manner provided in Section 5(c)), if any, received by the Company upon the issuance of such Option Securities plus the minimum exercise price provided in such Option Securities (without taking into account potential antidilution adjustments) for the Common Stock covered thereby, and (ii) the aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions or convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such Convertible Securities or upon the exercise of options to purchase or rights to subscribe for such Convertible Securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(c)). If any of such Convertible Securities or Option Securities shall have terminated, lapsed or expired prior to exercise, exchange or conversion, the Exercise Price then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant after such readjustment) to the Exercise Price which would then be in effect had the adjustment not been made upon the issuance, sale, distribution or grant of such Convertible Securities or Option Securities. Nothing provided in this paragraph 5(d), however, shall cause any adjustment in the Exercise Price solely due to the vesting of any Option Securities that are outstanding on the date hereof.

Convertible Securities and Option Securities. IfExcept as otherwise provided in subsection (k) of this Section 5, after the date hereof, if the Company shall issue, sell, distribute or otherwise grant (including by assumption): (i) any stock or other securities convertible into or exchangeable for Common Stock, whether or not the rights to exchange or convert thereunder are immediately exercisable (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), or (ii) any rights to subscribe for or to purchase, or any warrants or options (other than options to purchase shares of Common Stock outstanding on the date hereof as reserved as of the date hereof (subject to stockholder approval) and ungranted pursuant to the Stock Option Plans) for the purchase of, Common Stock or Convertible Securities, whether or not immediately exercisable, exercisable (such rights, warrants or options being herein called "Option Securities"), and the lowest aggregate consideration per share for which Common Stock is issuable upon the conversion or exercise of such Convertible Securities or Option Securities (and, if applicable, upon conversion or exchange of Convertible Securities issuable upon exercise of Option Securities) shall be less than the Investment PriceFair Market Value per Share at such time, then the Exercise Price shall be reduced to the price determined in accordance with by multiplying such Exercise Price by a fraction, the formula provided above in Section 5(b). In numerator of which shall be the case sum of (A) the number of shares of Common Stock then outstanding plus the number of shares issuable upon exercise of this Warrant plus (B) the quotient obtained by dividing the aggregate consideration, if any, received or receivable by the Company upon such issuance, sale, distribution or grant by such Fair Market Value per Share, and the denominator of Convertible Securities or Option Securities (i) which shall be the aggregate maximum total number of shares of Common Stock deliverable then outstanding plus the number of shares issuable upon exercise of Option Securities (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Option Securities were issued or granted and for a consideration equal to the consideration (determined in the manner provided in Section 5(c)), if any, received by the Company upon the issuance of such Option Securities this Warrant plus the minimum exercise price provided in such Option Securities (without taking into account potential antidilution adjustments) for the Common Stock covered thereby, and (ii) the aggregate total maximum number of shares issuable upon exercise or conversion of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions or convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such Convertible Securities or Option Securities and, in the case of Option Securities to acquire Convertible Securities, upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of options to purchase or rights to subscribe for such Convertible Securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(c))Option Securities. If any of such Convertible Securities or Option Securities shall have terminated, lapsed or expired prior to exercise, exchange or conversion, the Exercise Price then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant Warrants after such readjustment) to the Exercise Price which would then be in effect had the adjustment not been made upon the issuance, sale, distribution or grant of such Convertible Securities or Option Securities. Nothing provided in this paragraph 5(d), however, shall cause any adjustment in the Exercise Price solely due to the vesting of any Option Securities that are outstanding on the date hereof.

Convertible Securities and Option Securities. If, after the date hereof, If the Company shall issue, sell, distribute or otherwise grant (including by assumption): (i) any stock or other securities convertible into or exchangeable for Common Stock, whether or not the rights to exchange or convert thereunder are immediately exercisable (such convertible or exchangeable stock or securities being herein called "Convertible Securities"), or (ii) any rights to subscribe for or to purchase, or any warrants or options (other than options to purchase shares of Common Stock outstanding on the date hereof as reserved as of the date hereof (subject to stockholder approval) and ungranted pursuant to the Stock Option Plans) for the purchase of, Common Stock or Convertible Securities, whether or not immediately exercisable, (such rights, warrants or options being herein called "Option Securities"), and the lowest aggregate consideration per share for which Common Stock is issuable upon the conversion or exercise of such Convertible Securities or Option Securities (and, if applicable, upon conversion or exchange of Convertible Securities issuable upon exercise of Option Securities) shall be less than the Investment PriceFair Market Value per Share at such time, then the Exercise Price shall be reduced to the price determined in accordance with by multiplying such Exercise Price by a fraction, the formula provided above in Section 5(b). In numerator of which shall be the case sum of (A) the number of shares of Common Stock then outstanding plus the number of shares issuable upon exercise of this Warrant plus (B) the quotient obtained by dividing the aggregate consideration, if any, received or receivable by the Company upon such issuance, sale, distribution or grant by such Fair Market Value per Share, and the denominator of Convertible Securities or Option Securities (i) which shall be the aggregate maximum total number of shares of Common Stock deliverable then outstanding plus the number of shares issuable upon exercise of Option Securities (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) shall be deemed to have been issued at the time such Option Securities were issued or granted and for a consideration equal to the consideration (determined in the manner provided in Section 5(c)), if any, received by the Company upon the issuance of such Option Securities this Warrant plus the minimum exercise price provided in such Option Securities (without taking into account potential antidilution adjustments) for the Common Stock covered thereby, and (ii) the aggregate total maximum number of shares issuable upon exercise or conversion of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions or convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such Convertible Securities or Option Securities and, in the case of Option Securities to acquire Convertible Securities, upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of options to purchase or rights to subscribe for such Convertible Securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Section 5(c))Option Securities. If any of such Convertible Securities or Option Securities shall have terminated, lapsed or expired prior to exercise, exchange or conversion, the Exercise Price then in effect shall forthwith be readjusted (effective only with respect to any exercise of this Warrant Warrants after such readjustment) to the Exercise Price which would then be in effect had the adjustment not been made upon the issuance, sale, distribution or grant of such Convertible Securities or Option Securities. Nothing provided in this paragraph 5(d), however, shall cause any adjustment in the Exercise Price solely due to the vesting of any Option Securities that are outstanding on the date hereof.