Common use of Issuances of Common Stock and Other Securities Clause in Contracts

Issuances of Common Stock and Other Securities. (i) In the event that the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable). (ii) In the case of rights, options, warrants or convertible or exchangeable securities, the "price per share" of Common Stock referred to above shall be determined by dividing (A) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable securities by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. (iii) Aggregate Consideration Receivable", in the case of a sale of shares of Common Stock, means the aggregate amount paid to the Company in connection therewith and, in the case of an issuance or sale of rights, options, warrants, or convertible or exchangeable securities, means the aggregate amount paid to the Company for such rights, options, warrants or convertible or exchangeable securities, plus the aggregate consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be payable for the shares of Common Stock covered thereby. (iv) In the event that the Company shall issue and sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share" of Common Stock and the "Aggregate Consideration Receivable", the Board of Directors shall determine, in good faith and on a reasonable basis, the fair value of such property.

Issuances of Common Stock and Other Securities. (i) In the event that at any time on or prior to September 30, 1998, the Company shall consummate a single transaction or series of transactions in which it issues or sells shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock and the net proceeds to the Company are at least $2,000,000, the Exercise Price shall be adjusted to equal the "price per share" of Common Stock (as determined in accordance with Section 3.01(c)(iii)) received by the Company in such transaction or series of transactions. (ii) In the event at any time after September 30, 1998, the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable). (iiiii) In the case of rights, options, warrants or convertible or exchangeable securities, the "price per share" of Common Stock referred to above shall be determined by dividing (A) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable securities by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. (iiiiv) Aggregate Consideration Receivable", in the case of a sale of shares of Common Stock, means the aggregate amount paid to the Company in connection therewith and, in the case of an issuance or sale of rights, options, warrants, or convertible or exchangeable securities, means the aggregate amount paid to the Company for such rights, options, warrants or convertible or exchangeable securities, plus the aggregate consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be payable for the shares of Common Stock covered thereby. (ivv) In the event that the Company shall issue and sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share" of Common Stock and the "Aggregate Consideration Receivable", the Board of Directors shall determine, in good faith and on a reasonable basis, the fair value of such property.

Issuances of Common Stock and Other Securities. (i) In the event that at any time on or prior to September 30, 1998, the Company shall consummate a single transaction or series of transactions in which it issues or sells shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock and the net proceeds to the Company are at least $2,000,000, the Exercise Price shall be adjusted to equal the "price per share" of Common Stock (as determined in accordance with Section 3.01(c)(iii)) received by the Company in such transaction or series of transactions. (ii) In the event at any time after September 30, 1998, the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in in, effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable). (iiiii) In the case of rights, options, warrants or convertible or exchangeable securities, the "price per share" of Common Stock referred to above shall be determined by dividing (A) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable securities by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. (iiiiv) Aggregate Consideration Receivable", in the case of a sale of shares of Common Stock, means the aggregate amount paid to the Company in connection therewith and, in the case of an issuance or sale of rights, options, warrants, or convertible or exchangeable securities, means the aggregate amount paid to the Company for such rights, options, warrants or convertible or exchangeable securities, plus the aggregate consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be payable for the shares of Common Stock covered thereby. (ivv) In the event that the Company shall issue and sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share" of Common Stock and the "Aggregate Consideration Receivable", the Board of Directors shall determine, in good faith and on a reasonable basis, the fair value of such property.

Issuances of Common Stock and Other Securities. (i) In the event that the Company shall issue or sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for no consideration or at a "price per share" of Common Stock lower than the Exercise Trigger Price then in effect on the date of such issuance or sale, then in each case, the Exercise Price to be in effect immediately after such issuance or sale shall be determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, (y) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (calculated on a fully-diluted basis assuming the conversion or exercise of all then presently exercisable options, warrants, purchase rights or convertible securities) plus the number of additional shares the Aggregate Consideration Receivable (as defined below) would purchase at the Exercise Trigger Price in effect immediately prior to such issuance or sale and (z) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (calculated on a fully-diluted basis assuming the conversion or exercise of all then presently exercisable options, warrants, purchase rights or convertible securities) plus the number of additional shares of Common Stock so issued or sold (or initially issuable pursuant to such rights, options, or warrants or into which such convertible or exchangeable securities are initially convertible or exchangeable). (ii) In the case of rights, options, warrants or convertible or exchangeable securities, the "price per share" of Common Stock referred to above shall be determined by dividing (A) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable securities by (B) the total number of shares of Common Stock covered by such rights, options, warrants or convertible or exchangeable securities. (iii) Aggregate Consideration Receivable", in the case of a sale of shares of Common Stock, means the aggregate amount paid to the Company in connection therewith and, in the case of an issuance or sale of rights, options, warrants, or convertible or exchangeable securities, means the aggregate amount paid to the Company for such rights, options, warrants or convertible or exchangeable securities, plus the aggregate consideration or premiums stated in such rights, options, warrants or convertible or exchangeable securities to be payable for the shares of Common Stock covered thereby. (iv) In the event that the Company shall issue and sell shares of Common Stock, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock, for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share" of Common Stock and the "Aggregate Consideration Receivable", the Board of Directors shall determine, in good faith and on a reasonable basis, the fair value of such property.