Common use of Issuance of Capital Stock Clause in Contracts

Issuance of Capital Stock. Other than securities issued (x) pursuant to stock option plans authorized by the Board of Directors of the Company at a meeting of such Board held on May 28, 1997 (provided that either the exercise price of such options is at least $3.50 per share or that the option may not be exercised during the twelve months following the Closing), or (y) pursuant to the private offering which was authorized by the Board of Directors of the Company pursuant to resolutions dated February 13, 1997 (provided such sale of securities is closed and funded no later than July 31, 1997), if and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, and/or the Company shall issue or sell any shares of its Capital Stock for a consideration per share less than the Net Asset Value on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined as provided in PARAGRAPH (I) below (in the case of a consideration per share less than the Exercise Price), or the price (calculated to the nearest cent) determined as provided by PARAGRAPH (II) below (in the case of a consideration per share less than the Net Asset Value), or the lower of the prices (calculated to the nearest cent) determined as provided in PARAGRAPHS (I) and (II) below (in the case of a consideration per share which is less than both the Exercise Price and the Net Asset Value): (i) by dividing X by Y, where "X" is an amount equal to the sum of (A) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (B) the consideration, if any, received by the Company upon such issue or sale, and where "Y" is the total number of shares of Capital Stock outstanding immediately after such issue or sale; and (ii) by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by X/Y, where "X" is an amount equal to the sum of (A) the number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the Net Asset Value immediately prior to such issue or sale and (B) the consideration received by the Company upon such issue or sale, and where "Y" is equal to the product of (A) the total number of shares of Capital Stock outstanding immediately after such issue or sale and (B) the Net Asset Value immediately prior to such issue or sale.

Issuance of Capital Stock. Other than securities issued (x) pursuant to stock option plans authorized by the Board of Directors of the Company at a meeting of such Board held on May 28, 1997 (provided that either the exercise price of such options is at least $3.50 per share or that the option may not be exercised during the twelve months following the Closing), or (y) pursuant to the private offering which was authorized by the Board of Directors of the Company pursuant to resolutions dated February 13, 1997 (provided such sale of securities is closed and funded no later than July 31, 1997), if If and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, and/or the Company shall issue or sell any shares of its Capital Stock for a consideration per share less than the Net Asset Value on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined as provided in PARAGRAPH (I) below (in the case of a consideration per share less than the Exercise Price), or the price (calculated to the nearest cent) determined as provided by PARAGRAPH (II) below (in the case of a consideration per share less than the Net Asset Value), or the lower of the prices (calculated to the nearest cent) determined as provided in PARAGRAPHS (I) and (II) below (in the case of a consideration per share which is less than both the Exercise Price and the Net Asset Value): (i) by dividing X by Y, where "X" is an amount equal to the sum of (Ai) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (Bii) the consideration, if any, received by the Company upon such issue or sale, and where "Y" is the total number of shares of Capital Stock outstanding immediately after such issue or sale; and (ii) by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by X/Y, where "X" is an amount equal to the sum of (Ai) the number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the Net Asset Value immediately prior to such issue or sale and (Bii) the consideration received by the Company upon such issue or sale, and where "Y" is equal to the product of (Ai) the total number of shares of Capital Stock outstanding immediately after such issue or sale and (Bii) the Net Asset Value immediately prior to such issue or sale.

Issuance of Capital Stock. Other than securities issued (x) pursuant to stock option plans authorized by the Board of Directors in a transaction described in Sections 8.4(a) or 8.4(e) of the Company at a meeting of such Board held on May 28, 1997 (provided that either the exercise price of such options is at least $3.50 per share or that the option may not be exercised during the twelve months following the Closing)Purchase Agreement, or (y) pursuant to the private offering which was authorized by the Board of Directors of the Company pursuant to resolutions dated February 13, 1997 (provided such securities are offered for at least $3.00 per share and such sale of securities is closed and funded no later than July 31, 1997), if and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, and/or the Company shall issue or sell any shares of its Capital Stock for a consideration per share less than the Net Asset Value on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined as provided in PARAGRAPH (I) below (in the case of a consideration per share less than the Exercise Price), or the price (calculated to the nearest cent) determined as provided by PARAGRAPH (II) below (in the case of a consideration per share less than the Net Asset Value), or the lower of the prices (calculated to the nearest cent) determined as provided in PARAGRAPHS (I) and (II) below (in the case of a consideration per share which is less than both the Exercise Price and the Net Asset Value): (i) by dividing X by Y, where "X" is an amount equal to the sum of (A) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (B) the consideration, if any, received by the Company upon such issue or sale, and where "Y" is the total number of shares of Capital Stock outstanding immediately after such issue or sale; and (ii) by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by X/Y, where "X" is an amount equal to the sum of (A) the number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the Net Asset Value immediately prior to such issue or sale and (B) the consideration received by the Company upon such issue or sale, and where "Y" is equal to the product of (A) the total number of shares of Capital Stock outstanding immediately after such issue or sale and (B) the Net Asset Value immediately prior to such issue or sale.

Issuance of Capital Stock. Other than securities issued (x) pursuant to stock option plans authorized by the Board of Directors of the Company at a meeting of such Board held on May 28, 1997 (provided that either the exercise price of such options is at least $3.50 per share or that the option may not be exercised during the twelve months following the Closing), or (y) pursuant to the private offering which was authorized by the Board of Directors of the Company pursuant to resolutions dated February 13, 1997 (provided such sale of securities is closed and funded no later than July 31, 1997), if If and whenever the Company shall issue or sell any shares of Capital Stock without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, and/or the Company shall issue or sell any shares of its Capital Stock for a consideration per share less than the Net Asset Value on the date of such issue or sale, then, forthwith upon such issue or sale, the Exercise Price shall be reduced to a price (calculated to the nearest cent) determined as provided in PARAGRAPH (I) below (in the case of a consideration per share less than the Exercise Price), or the price (calculated to the nearest cent) determined as provided by PARAGRAPH (II) below (in the case of a consideration per share less than the Net Asset Value), or the lower of the prices (calculated to the nearest cent) determined as provided in PARAGRAPHS (I) and (II) below (in the case of a consideration per share which is less than both the Exercise Price and the Net Asset Value): (i) by dividing X by Y, where "X" is an amount equal to the sum of (A) the total number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price, and (B) the consideration, if any, received by the Company upon such issue or sale, and where "Y" is the total number of shares of Capital Stock outstanding immediately after such issue or sale; and (ii) by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale by X/Y, where "X" is an amount equal to the sum of (A) the number of shares of Capital Stock outstanding immediately prior to such issue or sale multiplied by the Net Asset Value immediately prior to such issue or sale and (B) the consideration received by the Company upon such issue or sale, and where "Y" is equal to the product of (A) the total number of shares of Capital Stock outstanding immediately after such issue or sale and (B) the Net Asset Value immediately prior to such issue or sale.