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 (excluding Excluded Securities, as defined in Section 4.1(d)(ii) hereof) at a price per share of Common Stock lower than the Reference Price in effect on the date (the "ADJUSTMENT DATE") of such issuance or sale, then the Purchase Price in effect immediately after the Adjustment Date shall be determined by multiplying the Purchase Price in effect immediately prior to such Adjustment Date by the quotient of: (A) the sum of (I) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, plus (II) the quotient of (1) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable Securities, divided by (2) the Reference Price on the Adjustment Date; divided by (B) the sum of (I) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, plus (II) 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). For purposes of this clause (i), "Adjustment Date" may, in connection with certain consolidations and mergers, have the meaning provided for in Section 4.1(e).

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 (excluding Excluded Securities, as defined in Section 4.1(d)(ii4.1 (d)(ii) hereof) at a price per share of Common Stock lower than the Reference Price in effect on the date (the "ADJUSTMENT DATE") of such issuance or sale, then the Purchase Price in effect immediately after the Adjustment Date shall be determined by multiplying the Purchase Price in effect immediately prior to such Adjustment Date by the quotient of: (A) the sum of (Ii) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, plus (IIii) the quotient of (1) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable Securities, divided by (2) the Reference Price on the Adjustment Date; divided by (B) the sum of (Ii) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, plus (IIii) 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). For purposes of this clause (i), "Adjustment DateADJUSTMENT DATE" may, in connection with certain consolidations and mergers, have the meaning provided for in Section 4.1(e)) hereof.

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 Additional Common Stock or Rights (excluding other than Excluded Securities, as defined in Section 4.1(d)(ii) hereof) at a price per share of Common Stock Consideration Per Share lower than the Reference Price in effect on the date (the "ADJUSTMENT DATE") of such issuance or salesale or if the Company should amend any provisions of any Rights such as to reduce the consideration per share applicable thereto, then the Purchase Price in effect immediately after the Adjustment Date such event shall be determined adjusted by multiplying the Purchase Price in effect immediately prior to such Adjustment Date event by the quotient of: (Ai) the sum of: (IA) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, event; plus (IIB) the quotient of (1I) the Aggregate Consideration Receivable in respect of such rights, options, warrants or convertible or exchangeable SecuritiesReceivable, divided by (2Il) the Reference Price on the Adjustment DatePrice, in each case immediately prior to such event; divided by (Bii) the sum of: (IA) the number of shares of Adjusted Outstanding Common Stock outstanding immediately prior to such issuance or sale, event; plus (IIB) the number of additional shares of Additional Common Stock so issued or sold (or initially then issuable pursuant to such rights, options or warrants or into which such convertible or exchangeable Securities are initially convertible or exchangeableRights). For purposes In the event that the Company shall issue and sell shares of this clause (i), "Adjustment Date" mayCommon Stock or Rights for a consideration consisting, in connection with certain consolidations whole or in part, of Property other than cash or its equivalent, then in determining the "Aggregate Consideration Receivable," the Board of Directors shall determine, in good faith and mergerson a reasonable basis, have the meaning provided for in Section 4.1(e)fair value of such Property, and such determination, If so made, shall be binding upon all holders of Warrants.