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

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration payable thereforconsideration, if any, payable for such warrants or other rights as of the date of the actual issuance of the number such warrants or other rightsthereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any time In case the Company shall take a record of the distribute to all holders of its Common Stock for the purpose of entitling them to receive a distribution of, Ordinary Shares or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Ordinary Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is Ordinary Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities plus the price paid to the Company to acquire such warrants, other rights or Convertible Securities shall be less than the Current Warrant Price market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such distribution, issue or sale, then the number of shares for which this Ordinary Shares purchasable upon the exercise of each Warrant is exercisable and the Current Warrant Price evidenced hereby shall be adjusted as provided in Section 4.3 5(c) on the basis that (A) the maximum number of Additional Ordinary Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to give effect to the conversion or exchange of all such Convertible Securities shall be deemed to have been be issued and outstanding outstanding, (B) the price per share for such Ordinary Shares shall be deemed to be the lowest possible price per share in any range of prices per share at which such Ordinary Shares are available to such holders, and (C) the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights; provided, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of any warrants or options or other rights to subscribe for up to 500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company, pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time. No further adjustments of the Current number of Ordinary Shares for which any Warrant Price evidenced hereby is exercisable shall be made upon the actual issue of such Common Stock Ordinary Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Ordinary Shares upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. (i) If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or saleCommon Stock Purchase Price, then the number of shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 6(c)(i) or (ii) hereof (depending upon the time at which such record is taken) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments adjustment of the Current Warrant Price Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (ii) If at any time the foregoingCompany shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, no adjustment or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be required under this Section 4.4 solely by reason of equal to or more than the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of Common Stock Purchase Price, but less than the CompanyWarrant Exercise Price, provided that then the adjustments required by this Section 4.4 Warrant Exercise Price shall be made if any "flip-in" adjusted downward to match the exercise price of such new warrants or "flip-over" event shall occur under such stockholder rights planother rights.

Issuance of Warrants or Other Rights. If at any 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 (other than Permitted Issuances) shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.5 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 4.6 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 4.6 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planplan not triggered by the holder hereof.

Issuance of Warrants or Other Rights. If at any time prior to a Release Event the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to the price equal to the Warrant Consideration per share for which Common Stock is issuable upon the exercise of such warrant or option. Upon and after a Release Event, this right shall cease. In the event the Issuer shall at any time following a Release Event issue any warrants or options at a price per share less than the Warrant Price then in effect or without consideration, the price shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares for which this Warrant is exercisable and of Common Stock outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3 on issuance or sale of such warrants or options plus (B) the basis that the maximum number of Additional Shares shares of Common Stock (rounded to the nearest whole share) which the Warrant Consideration multiplied by the number of shares of Common Stock issuable pursuant to upon the exercise or conversion of all such warrants or other rights options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued warrants and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rightsoptions. No further adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. Notwithstanding No adjustments of the foregoing, no adjustment Warrant Price shall be required made under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or 4(e) in connection with any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planPermitted Issuances.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 17 hereof, if at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 5.2(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration payable thereforconsideration, if any, payable for such warrants or other rights as of the date of the actual issuance of the number such warrants or other rightsthereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any time the Company Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (Securities, other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3(a) of this Agreement on the basis that (A) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued be Outstanding immediately following such issuance, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and outstanding and (C) the Company Issuer shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities other rights or upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which where the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the Current number of Shares for which this Warrant is exercisable and the Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding On the foregoing, no adjustment shall be required under this Section 4.4 solely by reason expiration of the issuance any such warrants or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan or the termination of any such right to convert or exchange such Convertible Securities, the CompanyCurrent Warrant Price then in effect hereunder shall forthwith be increased to the Current Warrant Price which would have been in effect at the time of such expiration or termination had such warrants, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" rights or "flip-over" event shall occur under such stockholder rights planConvertible Securities so expired or terminated never been issued.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner grants (whether directly or by assumption in a merger in which the Company is the surviving corporationor otherwise) issue or sell, any warrants or other rights to subscribe for or to purchase, or any options for the purchase any Additional Shares of of, Common Stock or any Convertible Securities (other than Permitted Issuancesas hereinafter defined), whether or not such rights or options or the rights right to convert or exchange or convert thereunder any such Convertible Securities are immediately exercisable, and if the price per share for which shares of Common Stock is are issuable upon the exercise of such warrants rights or other options or upon conversion or exchange of such Convertible Securities is less than (i) the Exercise Price in effect immediately before the granting of such rights or options or (ii) the Current Market Price per share of Common Stock existing immediately before the granting of such rights or options, then the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date for the determination of the Current Market Price per share of Common Stock as hereinafter provided) be deemed to be outstanding and to have been issued for such price per share. The price per share for which shares of Common Stock are issuable upon the exercise of such right or options or upon conversion or exchange of such Convertible Securities shall be less than determined by dividing (1) the Current Warrant Price in effect immediately prior total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the time Company upon the exercise of such issue rights or saleoptions, then plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange thereof, by (2) the total maximum number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all upon the exercise of such warrants or other rights or necessary to effect options or upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and issuable upon the Company shall have received all exercise of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants rights or other rightsoptions. No further adjustments of the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants rights or other rights options or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesSecurities except as otherwise provided in subsection (d) below. Notwithstanding For purposes of this subsection (b), the foregoing, no adjustment date as of which the Current Market Price per share of Common Stock shall be required under this Section 4.4 solely by reason computed shalt be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such rights or distribution of stock purchase other options or (ii) issue such rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planoptions.

Issuance of Warrants or Other Rights. (i) If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or saleCommon Stock Purchase Price, then the number of shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 6(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments adjustment of the Current Warrant Price Exercise Price(s) shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (ii) If at any time the foregoingCompany shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, no adjustment or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be required under this Section 4.4 solely by reason of equal to or more than the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of Common Stock Purchase Price, but less than the CompanyWarrant Exercise Price, provided that then the adjustments required by this Section 4.4 Warrant Exercise Price shall be made if any "flip-in" adjusted downward to match the exercise price of such new warrants or "flip-over" event shall occur under such stockholder rights planother rights.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any time the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)options, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares for which this Warrant is exercisable and of Common Stock outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3 on issuance or sale of such warrants or options PLUS (B) the basis that the maximum number of Additional Shares shares of Common Stock (rounded to the nearest whole share) which the Warrant Consideration multiplied by the number of shares of Common Stock issuable pursuant to upon the exercise or conversion of all such warrants or other rights options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued warrants and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rightsoptions. No further adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. Notwithstanding No adjustments of the foregoing, no adjustment Warrant Price shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or 4(e) in connection with any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planPermitted Issuances.

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders Holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the where Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase (i) any Additional Shares of Common Nonpreferred Stock or (ii) any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price consideration per share for which Common Additional Shares of Nonpreferred Stock is may at any time thereafter be issuable upon the exercise of pursuant to such warrants or other rights or upon conversion or exchange pursuant to the terms of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time per share of such issue or saleCommon Stock, then the number of shares for which this Warrant is exercisable and the Current Warrant Price of Common Stock thereafter comprising a Share shall be adjusted (as at the applicable date specified in the last sentence of this Section 4.C) as provided in Section 4.3 4.B on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date for the determination of the actual Current Market Price per share of Common Stock as hereinafter provided, and (ii) the aggregate consideration for such maximum number of Additional Shares of Nonpreferred Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of the number such Additional Shares of Nonpreferred Stock pursuant to such warrants or other rights. No further adjustments of rights or pursuant to the Current Warrant Price shall be made upon the actual issue of such Common Stock or terms of such Convertible Securities upon exercise Securities. For purposes of this Section 4.C, the date as of which the Current Market Price per share of Common Stock shall be computed shall be the earlier of (a) the date on which the Company shall enter into a firm contract for the issuance of such warrants or other rights or upon (b) the date of actual issue issuance of such Common Stock upon such conversion warrants or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planrights.

Issuance of Warrants or Other Rights. If 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sellotherwise issue, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price consideration per share for which Common Additional Shares of Nonpreferred Stock is may at any time thereafter be issuable upon the exercise of pursuant to such warrants or other rights or upon conversion or exchange pursuant to the terms of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time per share of such issue or saleCommon Stock, then the number of shares for which this Warrant is exercisable of Class A Stock thereafter comprising a Stock Unit and the Current Warrant Price purchase price for a Stock Unit shall be adjusted as provided in SUBSECTION C of this Section 4.3 on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of for the actual issuance of the number such warrants or other rights. No further adjustments determination of the Current Warrant Market Price per share of Common Stock as hereinafter provided, and (ii) the aggregate consideration for such maximum number of Additional Shares of Nonpreferred Stock shall be made upon deemed to be the actual issue minimum consideration received and receivable by the Company for the issuance of such Common Additional Shares of Nonpreferred Stock or of such Convertible Securities upon exercise of pursuant to such warrants or other rights or upon pursuant to the actual issue of such Common Stock upon such conversion or exchange terms of such Convertible Securities. Notwithstanding For purposes of this Subsection, the foregoing, no adjustment date as of which the Current Market Price of Common Stock shall be required under this Section 4.4 solely by reason computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Nonpreferred Stock for the purpose of entitling them to receive any such warrants or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants or distribution other rights, and (c) the date of stock purchase rights pursuant to a shareholder rights plan actual issuance of such warrants or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planrights.

Issuance of Warrants or Other Rights. (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3(a) on the basis that (A) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and (C) the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (b) If any Additional Share of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the foregoingconversion or exchange of all such Convertible Securities is issuable in exchange for consideration in an amount per such Additional Share of Common Stock equal to or more than the greater of the Current Warrant Price and the Current Market Price at the time such record is taken or such warrants or other rights are issued or sold, no then the Current Warrant Price as to the number of shares of Common Stock for which a Warrant is exercisable prior to the adjustment under Section 4.4(a)(i) shall not change, and the Current Warrant Price for each of the incremental number of shares of Common Stock for which this Warrant becomes exercisable after such adjustment shall be required under this Section 4.4 solely by reason equal to the fair value of the issuance or distribution such consideration per Additional Share of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planCommon Stock.

Issuance of Warrants or Other Rights. If at any 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 in any manner issues, sells, distributes or grants (whether directly or by assumption in a merger in which the Company is the surviving corporationor otherwise) issue or sell, any warrants or other rights to subscribe for or to purchase, or any options for the purchase any Additional Shares of of, Common Stock or any Convertible Securities (other than Permitted Issuancesas hereinafter defined), whether or not such rights or options or the rights right to convert or exchange or convert thereunder any such Convertible Securities are immediately exercisable, and if the price per share for which shares of Common Stock is are issuable upon the exercise of such warrants rights or other options or upon conversion or exchange of such Convertible Securities is less than (i) the Exercise Price in effect immediately before the granting of such rights or options or (ii) the Current Market Price per share of Common Stock existing immediately before the granting of such rights or options, then the maximum number of shares of Common Stock issuable upon the exercise of such rights or options or upon conversion or exchange of the maximum amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date for the determination of the Current Market Price per share of Common Stock as hereinafter provided) be deemed to be outstanding and to have been issued for such price per share. The price per share for which shares of Common Stock are issuable upon the exercise of such right or options or upon conversion or exchange of such Convertible Securities shall be less than determined by dividing (1) the Current Warrant Price in effect immediately prior total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the time Company upon the exercise of such issue rights or saleoptions, then plus, in the case of such Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the conversion or exchange thereof, by (2) the total maximum number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all upon the exercise of such warrants or other rights or necessary to effect options or upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and issuable upon the Company shall have received all exercise of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants rights or other rightsoptions. No further adjustments of the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants rights or other rights options or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesSecurities except as otherwise provided in subsection (d) below. Notwithstanding For purposes of this subsection (b), the foregoing, no adjustment date as of which the Current Market Price per share of Common Stock shall be required under this Section 4.4 solely by reason computed shall be the earlier of the date upon which the Company shall (i) enter into a firm contract for the issuance of such rights or distribution of stock purchase other options or (ii) issue such rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planoptions.

Issuance of Warrants or Other Rights. If at any time the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the where Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Common Stock or any Convertible Securities (other than Permitted IssuancesShares or any securities convertible into or exchangeable for Common Stock other than Permitted Shares (“Convertible Securities”), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share of Common Stock for which shares of Common Stock is are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price VWAP in effect immediately prior to the time of such issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 3(c) on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights, provided that if any adjustment would reduce the Exercise Price to below the par value of the shares of the Common Stock, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the Current number of shares of Common Stock for which this Warrant is exercisable and the Exercise Price shall be made upon the actual issue of such additional shares of Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such shares of Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. (a) If at any time after the Closing Date the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisableexercisable other than Permitted Issuances, then: (i) in the case of any such dividend or distribution, the number of shares of Common Stock for which a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) in the case of any such issuance (other than as a dividend or distribution) or sale, if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3(a) on the basis that (A) the maximum number of Additional Shares of Common Conunon Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and (C) the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (b) If any Additional Share of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the foregoingconversion or exchange of all such Convertible Securities is issuable in exchange for consideration in an amount per such Additional Share of Common Stock equal to or more than the greater of the Current Warrant Price and the Current Market Price at the time such record is taken or such warrants or other rights are issued or sold, no then the Current Warrant Price as to the number of shares of Common Stock for which a Warrant is exercisable prior to the adjustment under Section 4.4(a)(i) shall not change, and the Current Warrant Price for each of the incremental number of shares of Common Stock for which this Warrant becomes exercisable after such adjustment shall be required under this Section 4.4 solely by reason equal to the fair value of the issuance or distribution such consideration per Additional Share of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planCommon Stock.

Issuance of Warrants or Other Rights. (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price 15 12 shall be adjusted as provided in Section 4.3 4.3(a) on the basis that (A) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and (C) the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (b) If any Additional Share of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the foregoingconversion or exchange of all such Convertible Securities is issuable in exchange for consideration in an amount per such Additional Share of Common Stock equal to or more than the greater of the Current Warrant Price and the Current Market Price at the time such record is taken or such warrants or other rights are issued or sold, no then the Current Warrant Price as to the number of shares of Common Stock for which a Warrant is exercisable prior to the adjustment under Section 4.4(a)(i) shall not change, and the Current Warrant Price for each of the incremental number of shares of Common Stock for which this Warrant becomes exercisable after such adjustment shall be required under this Section 4.4 solely by reason equal to the fair value of the issuance or distribution such consideration per Additional Share of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planCommon Stock.

Issuance of Warrants or Other Rights. (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by 9 9 multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3(a) on the basis that (A) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (B) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are available to such holders, and (C) the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding . (b) If any Additional Share of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the foregoingconversion or exchange of all such Convertible Securities is issuable in exchange for consideration in an amount per such Additional Share of Common Stock equal to or more than the greater of the Current Warrant Price and the Current Market Price at the time such record is taken or such warrants or other rights are issued or sold, no then the Current Warrant Price as to the number of shares of Common Stock for which a Warrant is exercisable prior to the adjustment under Section 4.4(a)(i) shall not change, and the Current Warrant Price for each of the incremental number of shares of Common Stock for which this Warrant becomes exercisable after such adjustment shall be required under this Section 4.4 solely by reason equal to the fair value of the issuance or distribution such consideration per Additional Share of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planCommon Stock.

Issuance of Warrants or Other Rights. If at any 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 (other than Permitted Issuances) shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) ), issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.5 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 4.6 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 4.6 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights planplan not triggered by the holder hereof.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than either the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights fights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and then the price per share number of shares of Common Stock for which this Warrant is exercisable shall be adjusted as provided in Section 4.3 (and if the Warrant consideration as provided in Section 4.7 per Common Stock is issuable share receivable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than either the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 4.3) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (ii) the price per share of such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share at which such Additional Shares of Common Stock are available to such holders, and (iii) the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the number of shares for which this Warrant is exercisable or the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding , provided that, where no such adjustment has been made at the foregoingtime of issuance, no an adjustment shall be required under this Section 4.4 solely by reason made at the time of the issuance conversion of any such Convertible Securities or distribution at the time of stock purchase rights pursuant to a shareholder rights plan the exercise of any such warrants or any other rights plan of the Company, provided that the adjustments if such an adjustment is required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan4.3.

Issuance of Warrants or Other Rights. If at any 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 if, at any time after the consummation of an IPO when the Common Stock is listed or admitted for trading on a principal national securities exchange or inter-dealer quotation system and the Market Price is less than the Exercise Price, the Company shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or saleExercise Price, then the number of shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 6(c) on the basis that the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments adjustment of the Current Warrant Price Exercise Price(s) shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price Market Price, at a time when there is a public market price for the Common Stock, in effect immediately prior to the time of such issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall be deemed to have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be -9- 106 adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to under a shareholder rights plan or any other stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If Except with respect to Permitted Issuances, if at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 5.2(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration payable thereforconsideration, if any, payable for such warrants or other rights as of the date of the actual issuance of the number such warrants or other rightsthereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than either the Current Warrant Price or the Current Market Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If Prior to the second anniversary of the date hereof, if at any time the Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the where Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances)Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Exercise Price in effect immediately prior to the time of such issue or sale, then the number of shares Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number of Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. If at any 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 in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the Current Warrant Price in effect immediately prior to the time of such issue or sale, then the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been 15 issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.