Common use of Issue of Securities Deemed Issue Clause in Contracts

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common Stock. If the Company at any time or from time to time after the ------------- Original Issue Date shall issue any Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect immediately prior to such issuance and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (a) No further adjustment in the Exercise Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (b) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which exceeds the Exercise Price on the original adjustment date; and (d) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi converted prior to such change in the number of shares of Common Stock been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such option or Convertible Security.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common Stock-- ------------------------------------------------------------------ Options and Convertible Securities. If In the event that prior to the conversion ---------------------------------- of the entire outstanding principal of the Note, the Company at any time or from time to time after the ------------- Original Issue Date shall issue any Options or Convertible Securities (as those terms are defined below) (other than Options or Convertible Securities which are not Additional Shares of Common) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, provided that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined pursuant to Section 7.4 hereof) close of business on such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect immediately prior to such issuance and provided further record date; provided, that in any such case in which Additional Shares of Common Stock are deemed to be issued: (ai) No no further adjustment in the Exercise Conversion Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bii) If if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease decreases in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Conversion Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, provided that no shares of Common have -------- theretofore been issued with respect to such Options or Convertible Securities, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (ciii) No no readjustment pursuant to clause (bii) above shall have the effect of increasing the Exercise Conversion Price to an amount which exceeds the Exercise lower of (1) such Conversion Price on the original adjustment date with respect to such deemed issuance of Additional Shares of Common, or (2) such Conversion Price that would have resulted from any issuance of Additional Shares of Common between such original adjustment date and such readjustment date; and (div) In if such Options or Convertible Securities by their terms provide, with the event passage of time or otherwise, for any change decrease in the number of shares of Common Stock issuable consideration payable to the Company upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Conversion Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made computed upon the issuance of such Option original issue thereof (or Convertible Security which have not been exercised oi converted prior to such change in the number of shares of Common Stock been made upon the basis occurrence of such changea record date with respect thereto), but no further adjustment shall be made for the actual issuance of Common Stock and any subsequent adjustments based thereon, shall, upon the exercise or conversion of any such option decrease becoming effective, be recomputed to reflect such decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible SecuritySecurities.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- ---------------------------------------------------------- Common Stock. If the Company at any time or from time to time after the ------------- Original Issue Date shall issue any Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 hereof) of such Additional Shares of Common Stock would ----------- be less than the applicable Exercise Price in effect immediately prior to such issuance and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (a) No further adjustment in the Exercise Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (b) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which exceeds the Exercise Price on the original adjustment date; and (d) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such option or Convertible Security.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- -------------------------------------------------------- Common Stock. If the Company at any time or from time to time after the ------------- Original ------------ Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 subsection 3(b)(v) hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect on the date of and immediately prior to such issuance issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (aA) No further adjustment in the Exercise Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bB) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (cC) No readjustment pursuant to clause (b) above shall have Upon the effect expiration or termination of increasing any unexercised Option, the Exercise Price to an amount which exceeds shall not be readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price on the original adjustment date; andPrice; (dD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such option or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- -------------------------------------------------------- Common Stock. If the Company at any time or from time to time after the ------------- ------------ Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 subsection 2(b)(v) hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Purchase Price in effect on the date of and immediately prior to such issuance issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (aA) No further adjustment in the Exercise Purchase Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bB) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Purchase Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (cC) No readjustment pursuant to clause (b) above Upon the expiration or termination of any unexercised Option, the Purchase Price shall have not be readjusted, but the effect Additional Shares of increasing Common Stock deemed issued as the Exercise Price to an amount which exceeds the Exercise Price on result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment date; andof the Purchase Price; (dD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Purchase Price then in effect shall forthwith be readjusted to such Exercise Purchase Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such option or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common --------------------------------------------------------------- Stock. If the Company at any time or from time to time after the ------------- Original Issue ----- Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 subsection 3(b)(v) hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect on the date of and immediately prior to such issuance issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (aA) No further adjustment in the Exercise Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bB) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (cC) No readjustment pursuant to clause (b) above shall have Upon the effect expiration or termination of increasing any unexercised Option, the Exercise Price to an amount which exceeds shall not be readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price on the original adjustment date; andPrice; (dD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such option or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common --------------------------------------------------------------- Stock. ----- If the Company at any time or from time to time after the ------------- Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, provided that Additional Shares of Common Stock in case such a record date shall not be deemed to have been issued unless fixed, as of the consideration per share (determined close of business on such record date. If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Purchase Price pursuant to Section 7.4 hereofthe terms of subsection 2(a)(iv) below, are revised (either automatically pursuant to the provisions contained therein or as a result of such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect immediately prior an amendment to such issuance and provided further that in terms) to provide for either (1) any such case in which Additional Shares of Common Stock are deemed to be issued: (a) No further adjustment in the Exercise Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (b) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which exceeds the Exercise Price on the original adjustment date; and (d) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible SecuritySecurity or (2) any increase or decrease in the consideration payable to the Company upon such exercise, includingconversion or exchange, but not limited tothen, a change resulting from the anti-dilution provisions thereofeffective upon such increase or decrease becoming effective, the Exercise Purchase Price then in effect computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall forthwith be readjusted to such Exercise Purchase Price as would have obtained had the adjustment which was made such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this clause (B) shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date. If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which, upon exercise, conversion or exchange thereof, would entitle the holder thereof to receive shares of Common Stock which have are specifically excepted from the definition of Additional Shares of Common Stock by subsection 2(a)(i)(D) above), the issuance of which did not been exercised oi converted prior result in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below (either because the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Purchase Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date (either automatically pursuant to the provisions contained therein or as a result of an amendment to such change terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in subsection 2(a)(iii)(A) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. Upon the expiration or termination of any unexercised Option or unconverted or unexchanged (as applicable) Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Purchase Price pursuant to the terms of subsection 2(a)(iv) below, the Purchase Price shall be readjusted to such Purchase Price as would have obtained had such Option or Convertible Security never been issued. No adjustment in the Purchase Price shall be made upon the basis issue of such change, but no further adjustment shall be made for shares of Common Stock or Convertible Securities upon the actual issuance exercise of Options or the issue of shares of Common Stock upon the exercise conversion or conversion exchange of any such option or Convertible SecuritySecurities, provided that the Purchase Price has been previously adjusted pursuant to this Section.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common Stock. If the Company at any time or from time to time after the ------------- -------------- Original Issue Date shall issue any Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options therefor, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 hereof) of such Additional Shares of Common Stock would ----------- be less than the applicable Exercise Price in effect immediately prior to such issuance and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (a) No further adjustment in the Exercise Price shall be made upon the subsequent issuance of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (b) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereof, and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (c) No readjustment pursuant to clause (b) above shall have the effect of increasing the Exercise Price to an amount which exceeds the Exercise Price on the original adjustment date; and (d) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change, but no further adjustment shall be made for the actual issuance of Common Stock upon the exercise or conversion of any such option or Convertible Security.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- -------------------------------------------------------- Common Stock. If the Company at any time or from time to time after the ------------- ------------ Original Issue Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 subsection 3(b)(v) hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Price in effect on the date of and immediately prior to such issuance issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (aA) No further adjustment in the Exercise Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bB) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (cC) No readjustment pursuant to clause (b) above shall have Upon the effect expiration or termination of increasing any unexercised Option, the Exercise Price to an amount which exceeds shall not be readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Exercise Price on the original adjustment date; andPrice; (dD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Price then in effect shall forthwith be readjusted to such Exercise Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Exercise Price to an amount which exceeds the lower of (i) the Exercise Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Exercise Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such option or Convertible Securityreadjustment date.

Issue of Securities Deemed Issue. of Additional Shares of ------------------------------------- -------------------- Common --------------------------------------------------------------- Stock. If the Company at any time or from time to time after the ------------- Original Issue Conversion ----- Date shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities and the exercise of such Options thereforSecurities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuanceissue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 7.4 3(b)(v) hereof) of such Additional Shares of Common Stock would be less than the applicable Exercise Purchase Price in effect on the date of and immediately prior to such issuance issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued: (aA) No further adjustment in the Exercise Purchase Price shall be made upon the subsequent issuance issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities; (bB) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Exercise Purchase Price computed upon the original issuance thereofissue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities; (cC) No readjustment pursuant to clause (b) above Upon the expiration or termination of any unexercised Option, the Purchase Price shall have not be readjusted, but the effect Additional Shares of increasing Common Stock deemed issued as the Exercise Price to an amount which exceeds the Exercise Price on result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment date; andof the Purchase Price; (dD) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any Option or Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Exercise Purchase Price then in effect shall forthwith be readjusted to such Exercise Purchase Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security which have not been exercised oi or converted prior to such change in the number of shares of Common Stock been made upon the basis of such change; and (E) No readjustment pursuant to Clause (B) or (D) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, but no further adjustment shall be made for or (ii) the actual issuance Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock upon between the exercise or conversion of any original adjustment date and such option or Convertible Securityreadjustment date.