Common use of Issuance of Warrants, Options or Other Rights Clause in Contracts

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) in the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection D shall be made on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last sentence of this Subsection, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case at any --------------------------------------------- time or from time to time time, the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any Convertible Securities (other than Permitted Common Stock Issuances and Common Stock issuable upon conversion of Convertible Stock), and the consideration per share for which Additional Shares of Common Other Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of Minimum Issue Price then in effect on the Computation Date (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stockas determined below), then the number of shares of Common Stock thereafter comprising a Stock Unit Warrant Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first second sentence of Subsection C of this Section 44(a)(iii). All adjustments made pursuant to this Subsection D Such adjustment shall be made on the basis that (i) the consideration per share for which such Additional Shares of Other Stock may be issued equals a fraction, (x) the denominator of which is the maximum number of Additional Shares of Common Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (y) the numerator of which is the minimum consideration received and receivable by the Corporation for such Additional Shares of Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities, (ii) the maximum number of Additional Shares of Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified Computation Date (determined as set forth in the last sentence of this Subsection), and (iiiii) the aggregate consideration for such maximum number of Additional Shares of Common Other Stock shall be deemed to be the minimum consideration received and receivable by the Company Corporation for the issuance of such Additional Shares of Common Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)Securities. For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed "Computation Date" shall be the earliest of (a) the date on which the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company Corporation shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time time, after February 18, 2002, the Company shall take a record of the holders of its Common Stock for the purpose of entitling them propose to receive a distribution of, issue or shall otherwise issuedistribute, any warrants, convertible securities, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities securities convertible into Additional Shares of Common Stock, and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, convertible securities, options or other rights or pursuant to the terms of such Convertible Securities convertible securities shall be less than the greater of Minimum Issue Price for any vested Warrant Shares then in effect on the Computation Date (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stockas determined below), then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first second sentence of Subsection C of this Section 4(d) above. All adjustments made pursuant to this Subsection D Such adjustment shall be made on the basis that (i) the consideration per share for which such Additional Shares of Common Stock may be issued equals a fraction, (x) the denominator of which is the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, convertible securities, options or other rights or necessary to effect the conversion or exchange of all such convertible securities, and (y) the numerator of which is the minimum consideration received and receivable by the Company for such Additional Shares of Common Stock pursuant to such warrants, convertible securities, options or other rights or pursuant to the terms of such convertible securities, (ii) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, convertible securities, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities convertible securities shall be deemed to have been issued as of the date specified Computation Date (determined as set forth in the last sentence of this Subsection), and (iiiii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants, convertible securities, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)convertible securities. For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed 'Computation Date" shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock securities for the purpose of entitling them to receive any such warrants, convertible securities, options or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.. No adjustment of the Exercise Price shall be made under this Subsection upon the issuance of any convertible securities which are issued pursuant to the exercise of any warrants, options or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants, options or other rights pursuant to this Subsection. Supersede

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) in the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection D shall be made on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last sentence of this Subsection, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.receive

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time time, the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any Convertible Securities (other than Permitted Stock Issuances and Common Stock issuable upon conversion of Convertible Stock), and the consideration per share for which Additional Shares of Common Other Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of Minimum Issue Price then in effect on the Computation Date (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stockas determined below), then the number of shares of Common Stock thereafter comprising a Stock Unit Conversion Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first second sentence of Subsection C of this Section 47(c)(iii). All adjustments made pursuant to this Subsection D Such adjustment shall be made on the basis that (i) the consideration per share for which such Additional Shares of Other Stock may be issued equals a fraction, (x) the denominator of which is the maximum number of Additional Shares of Common Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (y) the numerator of which is the minimum consideration received and receivable by the Corporation for such Additional Shares of Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities, (ii) the maximum number of Additional Shares of Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified Computation Date (determined as set forth in the last sentence of this Subsection), and (iiiii) the aggregate consideration for such maximum number of Additional Shares of Common Other Stock shall be deemed to be the minimum consideration received and receivable by the Company Corporation for the issuance of such Additional Shares of Common Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)Securities. For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed "Computation Date" shall be the earliest of (a) the date on which the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company Corporation shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case If at any time or from time to time the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities and the consideration per share for which Additional Shares additional shares of Common Nonpreferred Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection D shall be made 4.3 on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last next following sentence of this SubsectionSubsection 4.4, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the minimum consideration received and receivable by the Company Issuer for the issuance of such Additional Shares of Common Nonpreferred Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company Issuer for such Additional Shares of Common Nonpreferred Stock shall be that number determined by dividing (xa) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock (determined as set forth in clause (ii) of this sentence) by (yb) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this SubsectionSubsection 4.4, the computation date for subclause clause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (ax) the date on which the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any such warrants, options or other rights, (by) the date on which the Company Issuer shall enter into a firm contract for the issuance of such warrants, options or other rightsrights (or, if such contract specifies that the price will be determined as of a later date, then such later date shall be used for purposes of this Subsection 4.5), and (cz) the date of actual issuance of such warrants, options or other rights. Notwithstanding the foregoing, no adjustment shall be required pursuant to this Subsection 4.4, (1) upon the issuance or conversion of the Preferred Shares (as such term is defined in the Investment Agreement), (2) in connection with the issuance of Additional Shares of Nonpreferred Stock upon the exercise or conversion, in accordance with the terms thereof, of any warrants, options or other rights to subscribe for or purchase such shares, or any Convertible Securities, which were outstanding on October 11, 1996 and described on Schedule 2.1(c) of the Investment Agreement, or (3) in connection with the issuance of no more than 2,000,000 (subject to appropriate adjustments for stock splits, stock dividends and similar events) Additional Shares of Nonpreferred Stock (in addition to those permitted in (2) immediately above) in accordance with and pursuant to any employee benefit plan to which employees, directors and/or consultants of the Issuer are entitled to participate, which plan shall have been approved by the stockholders of the Issuer.

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time the Company shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options options, Convertible Securities or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities and the consideration per share for which Additional Shares additional shares of Common Nonpreferred Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit Exercise Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first sentence of Subsection C subsection 6.2 of this Section 4. All adjustments made pursuant to this Subsection D shall be made 6 on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options options, Convertible Securities or other rights or necessary to effect the conversion or exchange of all such warrants, options, Convertible Securities or other rights shall be deemed to have been issued as of the date specified in the last sentence of this Subsectionsubsection 6.3, and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Nonpreferred Stock pursuant to such warrants, options options, Convertible Securities or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)rights. For purposes of this Subsectionsubsection 6.3, the computation date for subclause (i) above and as of which the Current Market Warrant Price and the Current Warrant Market Price per share of Common Stock shall be computed shall be the earliest of (ax) the date on which the Company shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any such warrants, options options, Convertible Securities or other rights, (by) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options options, Convertible Securities or other rights, and (cz) the date of actual issuance of such warrants, options options, Convertible Securities or other rights.

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time the Company shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities and the consideration per share for which Additional Shares additional shares of Common Nonpreferred Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Warrant Price or the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first sentence of Subsection C 4.3 of this Section 4. All adjustments made pursuant to this Subsection D shall be made 4 on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last sentence of this SubsectionSubsection 4.4, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Nonpreferred Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Nonpreferred Stock shall be that number determined by dividing (xa) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock (determined as set forth in clause (ii) of this sentence) by (yb) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this SubsectionSubsection 4.4, the computation date for subclause (i) above and as of which the Current Market Warrant Price and the Current Warrant Market Price per share of Common Stock shall be computed shall be the earliest of (ax) the date on which the Company shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any such warrants, options or other rights, (by) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options or other rights, and (cz) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case at --------------------------------------------- any time or from time to time time, the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any Convertible Securities (other than Permitted Stock Issuances and Common Stock issuable upon conversion of Convertible Stock), and the consideration per share for which Additional Shares of Common Other Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of Minimum Issue Price then in effect on the Computation Date (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stockas determined below), then the number of shares of Common Stock thereafter comprising a Stock Unit Conversion Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first second sentence of Subsection C of this Section 47(c)(iii). All adjustments made pursuant to this Subsection D Such adjustment shall be made on the basis that (i) the consideration per share for which such Additional Shares of Other Stock may be issued equals a fraction, (x) the denominator of which is the maximum number of Additional Shares of Common Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (y) the numerator of which is the minimum consideration received and receivable by the Corporation for such Additional Shares of Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities, (ii) the maximum number of Additional Shares of Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified Computation Date (determined as set forth in the last sentence of this Subsection), and (iiiii) the aggregate consideration for such maximum number of Additional Shares of Common Other Stock shall be deemed to be the minimum consideration received and receivable by the Company Corporation for the issuance of such Additional Shares of Common Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)Securities. For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed "Computation Date" shall be the earliest of (a) the date on which the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company Corporation shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case If at any time or from time to time the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities and the consideration per share for which Additional Shares additional shares of Common Nonpreferred Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection D shall be made 4.3 on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last next following sentence of this SubsectionSubsection 4.4, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the minimum consideration received and receivable by the Company Issuer for the issuance of such Additional Shares of Common Nonpreferred Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company Issuer for such Additional Shares of Common Nonpreferred Stock shall be that number determined by dividing (xa) the aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock (determined as set forth in clause (ii) of this sentence) by (yb) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this SubsectionSubsection 4.4, the computation date for subclause clause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (ax) the date on which the Company Issuer shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive any such warrants, options or other rights, (by) the date on which the Company Issuer shall enter into a firm contract for the issuance of such warrants, options or other rightsrights (or, if such contract specifies that the price will be determined as of a later date, then such later date shall be used for purposes of this Subsection 4.5), and (cz) the date of actual issuance of such warrants, options or other rights. Notwithstanding the foregoing, no adjustment shall be required pursuant to this Subsection 4.4, (1) upon the issuance or conversion of the Preferred Shares (as such term is defined in the Investment Agreement), (2) in connection with the issuance of Additional Shares of Nonpreferred Stock upon the exercise or conversion, in accordance with the terms thereof, of any warrants, options or other rights to subscribe for or purchase such shares, or any Convertible Securities, which were outstanding on [confidential portion omitted] and described on Schedule 2.1(c) of the Investment Agreement, or (3) in connection with the issuance of no more than [confidential portion omitted] (subject to appropriate adjustments for stock splits, stock dividends and similar events) Additional Shares of Nonpreferred Stock (in addition to those permitted in (2) immediately above) in accordance with and pursuant to any employee benefit plan to which employees, directors and/or consultants of the Issuer are entitled to participate, which plan shall have been approved by the stockholders of the Issuer.

Issuance of Warrants, Options or Other Rights. In case at any time or from time to time time, the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any Convertible Securities (other than Permitted Common Stock Issuances and Common Stock issuable upon conversion of Convertible Stock), and the consideration per share for which Additional Shares of Common Other Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of Minimum Issue Price then in effect on the Computation Date (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stockas determined below), then the number of shares of Common Stock thereafter comprising a Stock Unit Warrant Price shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) as provided in the first second sentence of Subsection C of this Section 44(a)(iii). All adjustments made pursuant to this Subsection D Such adjustment shall be made on the basis that (i) the consideration per share for which such Additional Shares of Other Stock may be issued equals a fraction, (x) the denominator of which is the maximum number of Additional Shares of Common Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (y) the numerator of which is the minimum consideration received and receivable by the Corporation for such Additional Shares of Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities, (ii) the maximum number of Additional Shares of Other Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified Computation Date (determined as set forth in the last sentence of this Subsection), and (iiiii) the aggregate consideration for such maximum number of Additional Shares of Common Other Stock shall be deemed to be the minimum consideration received and receivable by the Company Corporation for the issuance of such Additional Shares of Common Other Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence)Securities. For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed "Computation Date" shall be the earliest of (a) the date on which the Company Corporation shall take a record of the holders of its Common Other Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company Corporation shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.

Issuance of Warrants, Options or Other Rights. In case at --------------------------------------------- any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall otherwise issue, any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities and the consideration per share for which Additional Shares of Common Stock may at any time thereafter be issuable pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities shall be less than the greater of (i) the Current Market Price per share of Common Stock or (ii) the Current Warrant Price per share of Common Stock, then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to be the greater of those numbers determined pursuant to clauses (A) and (B) in the first sentence of Subsection C of this Section 4. All adjustments made pursuant to this Subsection D shall be made on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date specified in the last sentence of this Subsection, (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Stock pursuant to such warrants, options or other rights or pursuant to the terms of such Convertible Securities and (iii) the consideration per share received by the Company for such Additional Shares of Common Stock shall be that number determined by dividing (x) the aggregate consideration for such maximum number of Additional Shares of Common Stock (determined as set forth in clause (ii) of this sentence) by (y) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants, options or other rights or necessary to effect the conversion or exchange of all such Convertible Securities (determined as set forth in clause (i) of this sentence). For purposes of this Subsection, the computation date for subclause (i) above and as of which the Current Market Price and the Current Warrant Price per share of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such warrants, options or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants, options or other rights, and (c) the date of actual issuance of such warrants, options or other rights.