Common use of Options, Warrants, Convertibles, Etc Clause in Contracts

Options, Warrants, Convertibles, Etc. In case of the issuance, whether by distribution or sale to holders of Borrower Common Stock or to others, by Borrower of (i) any security that is convertible into Borrower Common Stock or (ii) any rights, options or warrants to purchase the Borrower Common Stock (except as stated in Section 10.04.E hereof), if inclusion thereof in calculating adjustments under this Section 10.04 would result in a Current Conversion Price lower than if excluded, Borrower shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C hereof). The consideration deemed to be received by the Borrower at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(i) and (ii) hereof after deducting any commissions or other expenses paid or incurred by Borrower for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower in connection with such conversion or, as applicable, (y) the aggregate price at which shares of the Borrower Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value of the subject Borrower Common Stock an aggregate option price bearing the same relation to the market value of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, such convertible security, rights, options or warrants is converted or exercised or the Term Loans/Commitment is converted hereunder (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rights, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion Price under Section 10.04.C hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion but giving effect to such changes (but any such recalculation shall not result in the Current Conversion Price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion Price as would have been obtained had the adjustments made with respect to the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Prices (but any such recalculation shall not result in the Current Conversion Price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the issuance, ------------------------------------ whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security (other than the Notes) that is convertible into Borrower Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (other than the Warrants and except as stated in Section 10.04.E 6.4(e) hereof), if inclusion thereof in calculating adjustments under this Section 10.04 6.4 would result in a Current Conversion Price current conversion price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C 6.4(c) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(i6.4(d)(i) and (ii) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, such convertible security, rights, options or warrants is converted or exercised or the Term Loans/Commitment is converted hereunder (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rights, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion Price current conversion price under Section 10.04.C 6.4(c) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion Price current conversion price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Price conversion price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion Price current conversion price as would have been obtained had the adjustments made with respect to the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Prices conversion prices (but any such recalculation shall not result in the Current Conversion Price current conversion price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the issuanceissuance (other than by way of a Distribution on Common Stock pursuant to Section 2.2(b) hereof), whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security that is convertible into Borrower the Company's Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (except as stated in Section 10.04.E hereoffor the Warrants), if inclusion thereof in calculating adjustments under this Section 10.04 would result in a Current Conversion Price current exercise price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C 2.2(b) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(iSections 2.2(c)(1) and (ii2) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion conversion, or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value Market Price of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value Market Price of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, In case any such convertible securitysecurities, rights, options or warrants shall be issued in connection with the issue or sale of other securities of the Company comprising one integral transaction in which no specific consideration is converted allocated to such securities, rights, options or exercised warrants, such securities, rights, options or the Term Loans/Commitment is converted hereunder warrants shall be deemed to have been issued without consideration. If, subsequently, (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rightsright, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion Price current exercise price under Section 10.04.C 2.2(b) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Price current exercise price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion Price current exercise price as would have been obtained had the adjustments made with respect to upon the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Prices conversion prices (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the ------------------------------------- issuance, whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security (other than the Notes) that is convertible into Borrower Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (other than this Warrant and except as stated in Section 10.04.E 6.1(e) hereof), if inclusion thereof in calculating adjustments under this Section 10.04 6.1 would result in a Current Conversion current Exercise Price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C 6.1(c) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(i6.1(d)(1) and (ii2) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, such convertible security, rights, options or warrants is converted or exercised or the Term Loans/Commitment is converted hereunder (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rights, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion current Exercise Price under Section 10.04.C 6.1(c) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion current Exercise Price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Exercise Price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion current Exercise Price as would have been obtained had the adjustments made with respect to the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Exercise Prices (but any such recalculation shall not result in the Current Conversion current Exercise Price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the issuanceissuance (other than by way of a Distribution on Common Stock pursuant to Section 2.2(b) hereof), whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security that is convertible into Borrower the Company's Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (except as stated in Section 10.04.E hereoffor the Warrants), if inclusion thereof in calculating adjustments under this Section 10.04 would result in a Current Conversion Price current exercise price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be 59 Additional Common Stock for purposes of Section 10.04.C 2.2(b) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(iSections 2.2(c)(1) and (ii2) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion conversion, or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value Market Price of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value Market Price of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, In case any such convertible securitysecurities, rights, options or warrants shall be issued in connection with the issue or sale of other securities of the Company comprising one integral transaction in which no specific consideration is converted allocated to such securities, rights, options or exercised warrants, such securities, rights, options or the Term Loans/Commitment is converted hereunder warrants shall be deemed to have been issued without consideration. If, subsequently, (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rightsright, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion Price current exercise price under Section 10.04.C 2.2(b) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Price current exercise price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion Price current exercise price as would have been obtained had the adjustments made with respect to upon the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Prices conversion prices (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the issuanceissuance (other than by way of a Distribution on Common Stock pursuant to Section 2.2(b) hereof or the issuance of any Warrants or Notes pursuant to this Agreement), whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security that is convertible into Borrower the Company's Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (except as stated in Section 10.04.E hereoffor the Warrants), if inclusion thereof in calculating adjustments under this Section 10.04 would result in a Current Conversion Price current exercise price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C 2.2(b) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(iSections 2.2(c)(1) and (ii2) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion conversion, or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value Market Price of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value Market Price of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, In case any such convertible securitysecurities, rights, options or warrants shall be issued in connection with the issue or sale of other securities of the Company comprising one integral transaction in which no specific consideration is converted allocated to such securities, rights, options or exercised warrants, such securities, rights, options or the Term Loans/Commitment is converted hereunder warrants shall be deemed to have been issued without consideration. If, subsequently, (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rightsright, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion Price current exercise price under Section 10.04.C 2.2(b) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Price current exercise price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion Price current exercise price as would have been obtained had the adjustments made with respect to upon the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Prices conversion prices (but any such recalculation shall not result in the Current Conversion Price current exercise price being higher than that which would be calculated without regard to such issuance).

Options, Warrants, Convertibles, Etc. In case of the issuance, whether by distribution or sale to holders of Borrower its Common Stock or to others, by Borrower the Company of (i) any security that is convertible into Borrower Common Stock or (ii) any rights, options or warrants to purchase the Borrower Company's Common Stock (other than this Warrant and except as stated in Section 10.04.E 6.1(e) hereof), if inclusion thereof in calculating adjustments under this Section 10.04 6.1 would result in a Current Conversion current Exercise Price lower than if excluded, Borrower the Company shall be deemed to have issued, for the consideration described below, the number of shares of the Borrower Company's Common Stock into which such convertible security may be converted when first convertible, or the number of shares of the Borrower Company's Common Stock deliverable upon the exercise of such rights, options or warrants when first exercisable, as the case may be (and such shares shall be deemed to be Additional Common Stock for purposes of Section 10.04.C 6.1(c) hereof). The consideration deemed to be received by the Borrower Company at the time of the issuance of such convertible securities or such rights, options or warrants shall be the consideration so received determined as provided in Section 10.04.D(i6.1(d)(1) and (ii2) hereof after deducting any commissions or other expenses paid or incurred by Borrower the Company for any underwriting of, or otherwise in connection with, the issuance of such convertible securities or rights, options or warrants, plus (x) any consideration or adjustment payment to be received by Borrower the Company in connection with such conversion or, as applicable, (y) the aggregate price at which shares of the Borrower Company's Common Stock are to be delivered upon the exercise of such rights, options or warrants when first exercisable (or, if no price is specified and such shares are to be delivered at an option price related to the market value of the subject Borrower Common Stock Stock, an aggregate option price bearing the same relation to the market value of the subject Borrower Common Stock at the time such rights, options or warrants were granted). If, subsequently, such convertible security, rights, options or warrants is converted or exercised or the Term Loans/Commitment is converted hereunder (1) such number of shares into which such convertible security is convertible, or which are deliverable upon the exercise of such rights, options or warrants, is increased or (2) the conversion or exercise price of such convertible security, rights, options or warrants is decreased, then the calculations under the preceding two sentences (and any resulting adjustment to the Current Conversion current Exercise Price under Section 10.04.C 6.1(c) hereof) with respect to such convertible security, rights, options or warrants, as the case may be, shall be recalculated as of the time of such exercise or conversion issuance but giving effect to such changes (but any such recalculation shall not result in the Current Conversion current Exercise Price being higher than that which would be calculated without regard to such issuance). On the expiration or termination of such rights, options or warrants, or rights to convert, the Conversion Exercise Price hereunder shall be readjusted (up or down as the case may be) to such Current Conversion current Exercise Price as would have been obtained had the adjustments made with respect to the issuance of such rights, options, warrants or convertible securities been made upon the basis of the delivery of only the number of shares of the Borrower Company's Common Stock actually delivered upon the exercise of such rights, options or warrants or upon the conversion of any such securities and at the actual exercise or Conversion Exercise Prices (but any such recalculation shall not result in the Current Conversion current Exercise Price being higher than that which would be calculated without regard to such issuance).