Common use of Other Provisions Applicable to Adjustments Clause in Contracts

Other Provisions Applicable to Adjustments. The following provisions shall be applicable to the making of adjustments in the per share Warrant Price hereinbefore provided in this Section 3: (a) COMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by Company therefor shall be deemed to be the amount of the cash received by Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are offered by Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by Company for and in the underwriting thereof, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by Company for issuing such warrants or other rights plus the additional consideration payable to Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received by Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to Company in respect of the subscription for or purchase of such Convertible Securities plus the additional consideration, if any, payable to Company upon the exercise of the right of conversion or exchange of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of equity securities other than Common Stock, Company shall be deemed to have received for such Additional Shares of Common Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Other Provisions Applicable to Adjustments. The following provisions shall be applicable to the making of adjustments in the per share Warrant Price hereinbefore provided in this Section 3: (a) COMPUTATION OF CONSIDERATIONComputation of Consideration. To the extent that any Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities or options, warrants or other rights are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or options, warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting thereof, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received by the Company for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible Securities plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of equity securities other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Other Provisions Applicable to Adjustments. The following provisions shall be applicable to the making of adjustments in of the per share number of shares of Common Stock for which Warrants are exercisable and the Current Warrant Price hereinbefore provided for in this Section 36: (a) COMPUTATION OF CONSIDERATIONComputation of Consideration. To the extent that any Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by Company for and in the underwriting thereof, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus the any additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received by the Company for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible Securities Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange of in such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of equity securities stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Other Provisions Applicable to Adjustments. The ------------------------------------------ following provisions shall be applicable to the making of adjustments in the per share Warrant Price hereinbefore provided for in this Section 3:Article III: ----------- (a) COMPUTATION OF CONSIDERATIONComputation of Consideration. ---------------------------- (i) To the extent that any Additional Shares of Common Stock or Stock, any Convertible Securities or any warrants or other rights Rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or deemed to be for a cash consideration, the consideration received or deemed to be received by Company the Corporation therefor shall be deemed to be the net amount of the cash received or deemed to be received by Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are offered by Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the offering price, Corporation therefor (in any such case excluding subtracting any amounts paid or receivable for received in respect of accrued interest or interest, accrued dividends or other similar amounts which the Corporation may be obligated to pay to the holders thereof in the future and without deduction of any compensation, discounts or expenses paid or incurred by Company for and in the underwriting thereof, or otherwise Corporation in connection with the issue issuance thereof. ). (ii) To the extent that such issuance or deemed issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value Fair Market Value of such consideration at the time of such issuance or deemed issuance as determined in good faith by the Board. (iii) In case any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities shall be issued or deemed to be issued in connection with any merger, consolidation, share exchange or similar transaction, the amount of consideration therefor shall be deemed to be the Fair Market Value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Directors Common Stock, Convertible Securities, or Rights, as the case may be. (iv) In case any Additional Shares of CompanyCommon Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities are issued or deemed to be issued in combination with each other or with any other securities or property in connection with any transaction in which the Corporation receives cash, securities, property or other consideration, or any combination of the foregoing, then the amount of consideration therefor shall be deemed to be such portion of the cash, securities, property and other consideration received by the Corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities or Rights, as the case may be, with any noncash consideration being valued at its Fair Market Value as determined by the Board in good faith. The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to any warrants or other rights Rights to subscribe for for, purchase or purchase otherwise acquire the same shall be the consideration received or deemed to be received by Company the Corporation for issuing such warrants or other rights Rights plus the minimum additional consideration consideration, if any, paid or payable to Company the Corporation upon the exercise or deemed exercise of such warrants Rights. (v) The consideration for any Additional Shares of Common Stock issued or issuable pursuant to the terms of any Convertible Securities covered by any Rights to subscribe for, purchase or otherwise acquire such Convertible Securities shall be the consideration received or deemed to be received by the Corporation for issuing such Rights, plus the minimum additional consideration, if any, paid or payable to the Corporation in respect of the subscription for, purchase or other rights. acquisition of such Convertible Securities, plus the minimum additional consideration, if any, paid or payable to the Corporation upon the exercise or deemed exercise of the right of conversion or exchange in such Convertible Securities. (vi) The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to the terms of any Convertible Securities Securities, other than any covered by any Rights to subscribe for, purchase or acquire the same, shall be the consideration received or deemed to be received by Company the Corporation for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to Company in respect of the subscription for or purchase of such Convertible Securities plus the minimum additional consideration, if any, paid or payable to Company the Corporation upon the exercise of the right of conversion or exchange of in such Convertible Securities. In case . (vii) For all purposes of this Article III, all Rights or ----------- Convertible Securities issued or deemed to be issued to directors, officers, employees or consultants of the issuance at Corporation or any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of equity securities other than Common Stock, Company Subsidiary shall be deemed to have received be issued for such Additional Shares of Common Stock or Convertible Securities a no consideration equal except to the amount of such dividend so paid extent the Corporation receives in exchange for the issuance thereof consideration other than services rendered or satisfiedto be rendered.

Other Provisions Applicable to Adjustments. The following ------------------------------------------ provisions shall be applicable to the making of adjustments in the per share Warrant Price hereinbefore provided for in this Section 3:Article III: ----------- (a) COMPUTATION OF CONSIDERATIONComputation of Consideration. ---------------------------- Subject to Section 3.8(e): -------------- (i) To the extent that any Additional Shares of Common Stock or Stock, any Convertible Securities or any warrants or other rights Rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or deemed to be for a cash consideration, the consideration received or deemed to be received by Company the Corporation therefor shall be deemed to be the net amount of the cash received or deemed to be received by Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are offered by Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the offering price, Corporation therefor (in any such case excluding subtracting any amounts paid or receivable for received in respect of accrued interest or interest, accrued dividends or other similar amounts which the Corporation may be obligated to pay to the holders thereof in the future and without deduction of any compensation, discounts or expenses paid or incurred by Company for and in the underwriting thereof, or otherwise Corporation in connection with the issue issuance thereof. ). (ii) To the extent that such issuance or deemed issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value Fair Market Value of such consideration at the time of such issuance or deemed issuance as determined in good faith by the Board. (iii) In case any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities shall be issued or deemed to be issued in connection with any merger, consolidation, share exchange or similar transaction, the amount of consideration therefor shall be deemed to be the Fair Market Value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Directors Common Stock, Convertible Securities, or Rights, as the case may be. (iv) In case any Additional Shares of CompanyCommon Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities are issued or deemed to be issued in combination with each other or with any other securities or property in connection with any transaction in which the Corporation receives cash, securities, property or other consideration, or any combination of the foregoing, then the amount of consideration therefor shall be deemed to be such portion of the cash, securities, property and other consideration received by the Corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities or Rights, as the case may be, with any noncash consideration being valued at its Fair Market Value as determined by the Board in good faith. The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to any warrants or other rights Rights to subscribe for for, purchase or purchase otherwise acquire the same shall be the consideration received or deemed to be received by Company the Corporation for issuing such warrants or other rights Rights plus the minimum additional consideration consideration, if any, paid or payable to Company the Corporation upon the exercise or deemed exercise of such warrants Rights. (v) The consideration for any Additional Shares of Common Stock issued or issuable pursuant to the terms of any Convertible Securities covered by any Rights to subscribe for, purchase or otherwise acquire such Convertible Securities shall be the consideration received or deemed to be received by the Corporation for issuing such Rights, plus the minimum additional consideration, if any, paid or payable to the Corporation in respect of the subscription for, purchase or other rights. acquisition of such Convertible Securities, plus the minimum additional consideration, if any, paid or payable to the Corporation upon the exercise or deemed exercise of the right of conversion or exchange in such Convertible Securities. (vi) The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to the terms of any Convertible Securities Securities, other than any covered by any Rights to subscribe for, purchase or acquire the same, shall be the consideration received or deemed to be received by Company the Corporation for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to Company in respect of the subscription for or purchase of such Convertible Securities plus the minimum additional consideration, if any, paid or payable to Company the Corporation upon the exercise of the right of conversion or exchange of in such Convertible Securities. In case . (vii) For all purposes of the issuance at any time of any Additional Shares of Common Stock this Article III, all Rights or Convertible Securities in payment issued or satisfaction deemed to be issued to directors, officers, employees or consultants of the Corporation or any dividend upon any class of equity securities other than Common Stock, Company Subsidiary shall be deemed to have received be issued for such Additional Shares of Common Stock or Convertible Securities a no consideration equal except to the amount of such dividend so paid extent the Corporation receives in exchange for the issuance thereof consideration other than services rendered or satisfiedto be rendered.