Common use of Issuance of Rights Clause in Contracts

Issuance of Rights. Except in connection with the Rights Offering (in accordance with the terms and conditions set forth in Section 6.5 of the Securities Purchase Agreement), if and whenever on or after the Date of Issuance of this Warrant the Company issues rights, options or warrants to purchase Common Shares to all or substantially all of the holders of Common Shares (such rights, options or warrants being herein called “Rights”) providing for an exercise or conversion price per share less than the then-current Fair Market Value (the “Base Price”), then immediately upon such issuance, the Exercise Price will be reduced to the Exercise Price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (a) the number of Common Shares Deemed Outstanding immediately prior to such issuance multiplied by the Base Price, plus (b) the consideration, if any, received by the Company upon such issuance, and the denominator of which will be the product derived by multiplying the Base Price times the number of shares of Common Shares Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Price pursuant to this Section 2.2, the number of Warrant Shares acquirable upon the exercise of this Warrant will be the number of Warrant Shares acquirable upon the exercise of this Warrant immediately prior to such adjustment multiplied by a fraction, the numerator of which will be the Exercise Price in effect immediately before such adjustment and the denominator of which will be the Exercise Price in effect immediately after such adjustment.

Issuance of Rights. Except in connection with the Rights Offering (in accordance with the terms and conditions set forth in Section 6.5 of the Securities Purchase Agreement), if and whenever on or after the Date of Issuance of this Warrant Stock Appreciation Right the Company issues rights, options or warrants to purchase Common Shares to all or substantially all of the holders of Common Shares (such rights, options or warrants being herein called “Rights”) providing for an exercise or conversion price per share less than the then-then current Fair Market Value (the “Base Exercise Price”), then immediately upon such issuance, the Exercise Base Price will be reduced to the Exercise Base Price determined by multiplying the Exercise Base Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (a) the number of Common Shares Deemed Outstanding immediately prior to such issuance multiplied by the Base Exercise Price, plus (b) the consideration, if any, received by the Company upon such issuance, and the denominator of which will be the product derived by multiplying the Base Exercise Price times the number of shares of Common Shares Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Exercise Base Price pursuant to this Section 2.2, the number of Warrant Shares acquirable upon the exercise of Share Equivalents subject to this Warrant Stock Appreciation Right will be the number of Warrant Shares acquirable upon the exercise of Share Equivalents subject to this Warrant Stock Appreciation Right immediately prior to such adjustment multiplied by a fraction, the numerator of which will be the Exercise Base Price in effect immediately before such adjustment and the denominator of which will be the Exercise Base Price in effect immediately after such adjustment.