Common use of Issuance of Equity Securities Under Certain Circumstances Clause in Contracts

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions of this SECTION 4) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.3(a), the following shall be applicable:

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION Section 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions of this SECTION Section 4) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS plus (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION Section 4.3(a), the following shall be applicable:

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b), Section 4.4(b) shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions of this SECTION Section 4) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS plus (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.3(aSection 4.4(a), the following shall be applicable:

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION Section 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than the Excluded SecuritiesShares) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of Warrant Purchase Price in effect immediately prior to the date issuance of such issuance or saleCommon Stock, then, effective immediately upon such issuance or sale, the Warrant Purchase Price in effect immediately after such issuance shall forthwith be reduced (calculated adjusted to the nearest $.001 and without regard to any other provisions of this SECTION 4) to an amount a price equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, multiplied by (ii) a fraction, the numerator of which shall be is an amount equal to the sum of (A) the product obtained by multiplying (1) total number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) which the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, aggregate consideration received by the Company upon such issuance or salewould purchase at a price equal to the Warrant Purchase Price in effect immediately prior to such issuance per share, and the denominator of which shall be the product obtained by multiplying (C) the total number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date issuance of such issuance or saleCommon Stock. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (xi) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (yii) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION Section 4.3(a), the following shall be applicable: (1) If the Company in any manner issues or grants any Equity Rights or Convertible Securities and the price per share for which shares of Common Stock are issuable upon the exercise of such Equity Rights or upon conversion or exchange of such Convertible Securities is less than the Warrant Purchase Price in effect immediately prior to such issuance or grant of such Equity Rights, then the total maximum number of shares of Common Stock issuable upon the exercise of such Equity Rights (or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Equity Rights) shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of this paragraph, the price per share for which shares of Common Stock are issuable upon exercise of Equity Rights or upon conversion or exchange of Convertible Securities issuable upon exercise of Equity Rights shall be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the issuing or granting of such Equity Rights, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Equity Rights, plus in the case of such Equity Rights which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Equity Rights or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Equity Rights. (2) If the Company in any manner issues or grants any Convertible Securities having an exercise or conversion or exchange price per Share which is less than the Warrant Purchase Price in effect immediately prior to such issuance or sale, then the maximum number of shares of Common Stock issuable upon the conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of this paragraph, the price per share for which shares of Common Stock are issuable upon conversion or exchange of Convertible Securities is determined by dividing (A) the total amount received by the Company as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. (3) If the purchase price provided for in any Equity Rights, the additional consideration, any, payable upon the issuance, conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for shares of Common Stock decreases at any time, then the Warrant Purchase Price in effect at the time of such decrease shall be readjusted to the Warrant Purchase Price which would have been in effect at such time had such Equity Rights or Convertible Securities still outstanding provided for such decreased purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold and the number of Warrant Shares shall be correspondingly readjusted, by taking the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which is the Warrant Purchase Price as so adjusted. (4) If any shares of Common Stock or Equity Rights are issued or sold or deemed to have been issued or sold for cash, then the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. If any shares of Common Stock or Equity Rights are issued or sold for consideration other than cash, then the amount of consideration received by the Company shall be the fair value of such consideration determined in good faith by the Board of Directors of the Company, subject to the Holder’s rights under Section 4.7(e). (5) The number of shares of Common Stock outstanding at any time does not include shares owned or held by or for the account of the Company or any Subsidiary, and the disposition of any shares so owned or held shall be considered an issue or sale of shares of Common Stock. (6) If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in shares of Common Stock or Equity Rights or (B) to subscribe for or purchase shares of Common Stock or Equity Rights, then such record date shall be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such distribution or the date of the granting or such right of subscription or purchase, as the case may be. (c) If, at any time after the date hereof, the Company shall issue or sell its Common Stock or Equity Rights pursuant to a stock option or other employee incentive or benefit plan or arrangement, or any additional shares of Common Stock become issuable or are issued upon conversion of Equity Rights outstanding on the date hereof as a result of an adjustment resulting from the issuance of this Warrant or the accrual, payment-in-kind or other dividend distribution under such Equity Rights, including, without limitation, under the Company’s 7-1/2% Senior Cumulative Preferred Stock (the “Senior Preferred”) and the Company’s Series B 7% Cumulative Convertible Preferred Shares (the “Series B Preferred”), this Warrant shall immediately become exercisable for such additional Warrant Shares as are necessary to maintain the percentage ownership interest in the Company calculated on a Fully Diluted Basis held by Holder immediately prior to such adjustment, issuance or accrual, payment-in-kind or potential issuance of additional shares of Common Stock as a result of such adjustment, issuance or accrual, payment-in-kind or other dividend distribution with respect to such Equity Rights, including with respect to the Senior Preferred and the Series B Preferred. Upon any such adjustment of the number of Warrant Shares purchasable upon the exercise of this Warrant, the Warrant Purchase Price per Share shall be adjusted by multiplying the Warrant Purchase Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which shall be the number of Warrant Shares so purchasable immediately thereafter. (d) No adjustment shall be made pursuant to this Section 4.3 with respect to the issuance of Excluded Shares.

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b4.4(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions of this SECTION 4) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.3(a4.4(a), the following shall be applicable:

Issuance of Equity Securities Under Certain Circumstances. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(bSection 4.4(b), shall be deemed to have issued or sold) any shares of Common Stock (Stock, other than Excluded Securities) Shares, without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock (but greater than the Warrant Purchase Price) as determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions of this SECTION Section 4) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basisassuming the conversion or exercise, as applicable, of all outstanding Equity Rights) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS plus (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basisassuming the conversion or exercise, as applicable, of all outstanding Equity Rights) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.3(aSection 4.4(a), the following shall be applicable: