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

Expiration of Rights, Options and Conversion Privileges. Upon the expiration without being exercised of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made pursuant to this Warrant, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not be required, as the case may be) as if (A) the only shares of Common Stock so issued were the shares of such 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 Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each 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 without being exercised of any rights, options, warrants or conversion or exchange privileges for which an adjustment has been made pursuant to this WarrantWarrant Certificate, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not be required, as the case may be) as if (Ai) the only shares of Common Stock so issued were the shares of 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 Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if anyan, actually received by the Company for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, however, that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable upon exercise of each 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 without being exercised of any rights, options, warrants or conversion or exchange privileges for privileges, the issuance of which caused an adjustment has been made pursuant to this WarrantSection (A)(3) hereof, if any thereof shall not have been exercised, the Exercise Fixed Conversion Price and the number of shares of CDnow Common Stock purchasable issuable upon the exercise conversion of each Warrant Note shall, upon such expiration, be readjusted and shall thereafter, upon any future exerciseconversion, be such as they would have been had they been originally adjusted (or had the original adjustment not be been required, as the case may be) as if (A) the only shares of CDnow Common Stock so issued were the shares of such 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 Company Borrower upon such exercise plus the consideration, if any, actually received by the Company 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 Exercise Fixed Conversion Price by an amount, or decreasing the number of shares purchasable issuable upon exercise conversion of each Warrant 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 without being exercised of any rights, options, warrants or conversion or exchange privileges for which that have previously resulted in an adjustment has hereunder, if any thereof shall not have been made pursuant to this Warrantexercised, the Exercise Price and the number of shares of Common Stock purchasable issuable upon the exercise of each Warrant shall, upon such expiration, be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not be been required, as the case may be) as if (Ai) the only shares of Common Stock so issued were the shares of 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 Common Stock, if any, were issued or sold for the consideration actually received by the Company Holdings upon such exercise plus the consideration, if any, actually received by the Company Holdings for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable issuable upon exercise of each 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 without being exercised of any rights, options, warrants or conversion or exchange privileges for which rights that have previously resulted in an adjustment has under this Section 5(h), if any thereof shall not have been made pursuant to this Warrantexercised, the Exercise Price and the number of shares of Common Stock purchasable issuable upon the exercise conversion of each Warrant shall, upon such expiration, Then- Convertible Shares shall be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not be been required, as the case may be) as if (Ai) the only shares of Common Stock so issued were the shares of 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 Common Stock, if any, were issued or sold for the consideration actually received by the Company Corporation upon such exercise plus the consideration, if any, actually received by the Company Corporation for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, provided that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable issuable upon exercise conversion of each Warrant 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 without being exercised of any rights, options, warrants or conversion or exchange privileges for which rights that have previously resulted in an adjustment has under this Section 5(h), if any thereof shall not have been made pursuant to this Warrantexercised, the Exercise Price and the number of shares of Common Stock purchasable issuable upon the exercise conversion of each Warrant shall, upon such expiration, Series D Preferred Stock shall be readjusted and shall thereafter, upon any future exercise, be such as they would have been had they been originally adjusted (or had the original adjustment not be been required, as the case may be) as if (Ai) the only shares of Common Stock so issued were the shares of 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 Common Stock, if any, were issued or sold for the consideration actually received by the Company Corporation upon such exercise plus the consideration, if any, actually received by the Company Corporation for issuance, sale or grant of all such rights, options, warrants or conversion or exchange rights whether or not exercised; provided, provided that no such readjustment shall have the effect of increasing the Exercise Price by an amount, or decreasing the number of shares purchasable issuable upon exercise conversion of each Warrant Series D Preferred Stock 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 D Stock prior to the date of such readjustment.