Common use of Expiration of Rights, Options and Conversion Privileges Clause in Contracts

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused an adjustment pursuant to Section (A)(3) hereof, if any thereof shall not have been exercised, the Fixed Conversion Price and the number of shares of CDnow Common Stock issuable upon the conversion of each Note shall, upon such expiration, be readjusted and shall thereafter, upon any future conversion, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (A) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (B) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower upon such exercise plus the consideration, if any, actually received by the Borrower for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, that no such readjustment shall have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares issuable upon conversion of each Note by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, unexercised Rights the issuance of which caused previously resulted in an adjustment pursuant to Section (A)(3) hereof, if any thereof shall not have been exercisedhereunder, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable Warrant Shares purchasable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted so that thereafter the Exercise Price and the number of Warrant Shares purchasable upon exercise of each Warrant shall thereafter, upon any future conversion, be such as they would have been had they originally been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued considered in the adjustment made with respect to such Rights were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights Rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rightsRights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, provided that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable Warrant Shares purchasable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number number, as the case may be, of the adjustment initially made in with respect to the issuance, issuance or sale or grant of such rights, options, warrants or conversion or exchange rightsRights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration without being exercised of any rights, options, warrants or conversion or exchange privilegesprivileges for which an adjustment has been made pursuant to this Warrant Agreement, the issuance of which caused an adjustment pursuant to Section (A)(3) hereof, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable purchasable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been be required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow such Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, furtherhowever, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable purchasable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privilegesprivileges (including, the issuance of which caused without limitation, any Rights) that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, exchanged or converted, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise exercise, exchange or conversion of such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise exercise, exchange or conversion plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) whether or not exercised; provided, furtherhowever, that no such readjustment shall (except by reason of an intervening adjustment under Section 3.1) have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares of Common Stock issuable upon conversion the exercise of each Note Warrant by a number, an amount in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rightsprivileges.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused privileges that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, furtherhowever, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privilegesprivileges (including, the issuance of which caused without limitation, any Rights) that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, exchanged or converted, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock Shares issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock Shares so issued were the shares of CDnow Common StockShares, if any, actually issued or sold upon the exercise exercise, exchange or conversion of such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) and (Bii) such shares of CDnow Common StockShares, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise exercise, exchange or conversion plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) whether or not exercised; provided, furtherhowever, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.1(a)) have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares Common Shares issuable upon conversion the exercise of each Note Warrant by a number, an amount in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rightsprivileges.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused rights that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable upon the conversion of each Note then in effect shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they it would have been had they it been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant issuance of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, that no such readjustment shall have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares issuable upon conversion exercise of each Note Warrant at such Exercise Price by a number, number that is in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant issuance of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the ------------------------------------------------------- expiration of any rights, options, warrants options or conversion or exchange privilegeswarrants, the issuance of which caused an adjustment pursuant to Section (A)(3) hereofthis Article III, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable Shares purchasable upon the conversion exercise of each Note this Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionfixture exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Aa) the only shares of CDnow Common Stock Shares so issued were the shares of CDnow Common StockShares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bb) such shares of CDnow Common StockShares, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable purchasable upon conversion exercise of each Note this Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused privileges that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock Shares issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock Shares so issued were the shares of CDnow Common StockShares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common StockShares, if any, were issued or sold for the consideration actually received by the Borrower Newco upon such exercise plus the consideration, if any, actually received by the Borrower Newco for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, provided that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused privileges that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock Total ADSs or Total Shares issuable upon the conversion exercise of each Note Total Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock Total Shares so issued were the shares of CDnow Common StockTotal Shares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common StockTotal Shares, if any, were issued or sold for the consideration actually received by the Borrower Total upon such exercise plus the consideration, if any, actually received by the Borrower Total for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, furtherhowever, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares Total ADSs or Total Shares issuable upon conversion exercise of each Note Total Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the ------------------------------------------------------- expiration of any rights, options, warrants or conversion or exchange privilegesprivileges (including, the issuance of which caused without limitation, any Rights) that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, exchanged or converted, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock Shares issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock Shares so issued were the shares of CDnow Common StockShares, if any, actually issued or sold upon the exercise exercise, exchange or conversion of such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) and (Bii) such shares of CDnow Common StockShares, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise exercise, exchange or conversion plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights (including, without limitation, any Rights) whether or not exercised; provided, furtherhowever, that no such readjustment shall (except by reason of an intervening adjustment under Section 4.1(a)) have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares Common Shares issuable upon conversion the exercise of each Note Warrant by a number, an amount in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rightsprivileges.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused privileges that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; providedPROVIDED, furtherHOWEVER, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused rights that have previously resulted in an adjustment pursuant to under this Section (A)(3) hereof5(h), if any thereof shall not have been exercised, the Fixed Conversion Price and the number of shares of CDnow Common Stock issuable upon the conversion of each Note shall, upon such expiration, Then- Convertible Shares shall be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Corporation upon such exercise plus the consideration, if any, actually received by the Borrower Corporation for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, provided that no such readjustment shall have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares issuable upon conversion of each Note Then-Convertible Shares by a number, number that is in excess of the amount or number of the adjustment initially made in respect to of the issuance, sale or grant of such rights, options, warrants or conversion or exchange rightsrights or shall have the effect of decreasing the number of shares of Common Stock that have been issued upon conversion of any shares of Series B Junior Convertible Stock prior to the date of such readjustment.

Expiration of Rights, Options and Conversion Privileges. Upon the ------------------------------------------------------- expiration of any rights, options, warrants or conversion or exchange privileges, the issuance of which caused privileges that have previously resulted in an adjustment pursuant to Section (A)(3) hereofhereunder, if any thereof shall not have been exercised, the Fixed Conversion Price and the number of shares of CDnow Common Stock issuable upon the conversion of each Note Exercise Rate shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Ai) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bii) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, furtherhowever, that no such readjustment shall have the effect of increasing the Fixed Conversion Price by an amount, or decreasing the number of shares Warrant Shares issuable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon the expiration of ------------------------------------------------------- any rights, options, warrants or conversion or exchange privileges, the issuance of which caused an adjustment pursuant to Section (A)(33(A)(4) hereof, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable purchasable upon the conversion exercise of each Note Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionexercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (A) the only shares of CDnow Common Stock so issued were the shares of CDnow Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (B) such shares of CDnow Common Stock, if any, were issued or sold for the consideration actually received by the Borrower Issuer upon such exercise plus the consideration, if any, actually received by the Borrower Issuer for issuance, sale or grant of all such rights, options, warrants or conversion or of exchange rights whether or not exercised; provided, further, that no such -------- ------- readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable purchasable upon conversion exercise of each Note Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.

Expiration of Rights, Options and Conversion Privileges. Upon ------------------------------------------------------- the expiration of any rights, options, warrants options or conversion or exchange privilegeswarrants, the issuance of which caused an adjustment pursuant to Section (A)(3) hereofthis Article III, if any thereof shall not have been exercised, the Fixed Conversion Exercise Price and the number of shares of CDnow Common Stock issuable Shares purchasable upon the conversion exercise of each Note this Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future conversionfixture exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) as if (Aa) the only shares of CDnow Common Stock Shares so issued were the shares of CDnow Common StockShares, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion or exchange rights and (Bb) such shares of CDnow Common StockShares, if any, were issued or sold for the consideration actually received by the Borrower Company upon such exercise plus the consideration, if any, actually received by the Borrower Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, further, that no such readjustment shall have the effect of increasing the Fixed Conversion Exercise Price by an amount, or decreasing the number of shares issuable purchasable upon conversion exercise of each Note this Warrant by a number, in excess of the amount or number of the adjustment initially made in respect to the issuance, sale or grant of such rights, options, warrants or conversion or exchange rights.