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

Issuance of Warrants or Other Rights. If the Company in any manner grants (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or Convertible Securities (as hereinafter defined), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and if the price per share for which shares of Common Stock are issuable upon the exercise of such rights or 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 determined by dividing (1) the 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 Company upon the exercise of such rights or options, 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 of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options. No further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock or of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities except as otherwise provided in subsection (d) below. For purposes of this subsection (b), the date as of which the Current Market Price per share of Common Stock shall be 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 other options or (ii) issue such rights or other options.

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 corporation) issue or otherwise) sell, any warrants or other rights to subscribe for or to purchase, or purchase any options for the purchase of, Additional Shares of Common Stock or any Convertible Securities (as hereinafter definedother than Permitted Issuances), whether or not such the rights to exchange or options or the right to convert or exchange any such Convertible Securities thereunder are immediately exercisable, and if the price per share for which shares of Common Stock are is issuable upon the exercise of such warrants or other rights or 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 determined by dividing (1) less than the total amount, if any, received or receivable by Current Warrant Price in effect immediately prior to the Company as consideration for the granting time of such rights issue or optionssale, plus then the minimum aggregate amount number of additional consideration payable to shares for which this Warrant is exercisable and the Company upon Current Warrant Price shall be adjusted as provided in Section 4.3 on the exercise of such rights or options, plus, in basis that 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 Additional Shares of Common Stock issuable upon the exercise of pursuant to all such warrants or other rights or options or upon necessary to effect the conversion or exchange of all such Convertible Securities issuable upon shall be deemed to have been 15 issued and outstanding and the exercise Company shall have received all of the consideration payable therefor, if any, as of the date of the actual issuance of the number such rights warrants or optionsother rights. No further adjustments of the Exercise 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 options or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities except as otherwise provided in subsection (d) belowSecurities. For purposes of this subsection (b)Notwithstanding the foregoing, the date as of which the Current Market Price per share of Common Stock no adjustment shall be computed shalt be the earlier required under this Section 4.4 solely by reason of the date upon which issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company Company, provided that the adjustments required by this Section 4.4 shall (i) enter into a firm contract for the issuance of be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights or other options or (ii) issue such rights or other optionsplan.

Issuance of Warrants or Other Rights. If the Company in any manner issues, sells, distributes or grants (whether directly or by assumption in a merger or otherwise) any rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or Convertible Securities (as hereinafter defined), whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and if the price per share for which shares of Common Stock are issuable upon the exercise of such rights or 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 determined by dividing (1) the 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 Company upon the exercise of such rights or options, 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 of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options. No further adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock or of such rights or options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities except as otherwise provided in subsection (d) below. For purposes of this subsection (b), the date as of which the Current Market Price per share of Common Stock shall be computed shalt 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 other options or (ii) issue such rights or other options.