Common use of Readjustment of Exercise Price Clause in Contracts

Readjustment of Exercise Price. If (i) the purchase price provided for in any rights or options referred to in subsection (b) above, or (ii) the additional consideration, if any, payable upon the conversion or exchange of Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Exercise Price then in effect shall be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then in effect hereunder is thereby reduced.

Readjustment of Exercise Price. Upon the expiration of the right to convert or exchange any convertible or exchangeable securities, or upon the expiration of any rights, options or warrants, the issuance of which convertible or exchangeable securities, rights, options or warrants effected an adjustment in Exercise Price, if any such convertible or exchangeable securities shall not have been converted or exchanged, or if any such rights, options or warrants shall not have been exercised, the number of Capital Shares deemed to be issued and Outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible or exchangeable securities or upon exercise of any such rights, options, or warrants shall no longer be computed as set forth above, and such Exercise Price shall forthwith be readjusted and thereafter be the price that it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6.1 after the issuance of such convertible or exchangeable securities, rights, options or warrants) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible or exchangeable securities or issuance of rights, options or warrants been made on the basis of the issuance only of the number of Additional Capital Shares actually issued upon conversion or exchange of such convertible or exchangeable securities, or upon the exercise of such rights, options or warrants, and thereupon only the number of Additional Capital Shares actually so issued, if any, shall be deemed to have been issued and only the consideration actually received by the Company (computed as set forth in sub-subsection (1. hereof) shall be deemed to have been received by the Company. If (i) the purchase price provided for in any rights rights, options or options referred to in subsection (b) abovewarrants, or (ii) the additional consideration, consideration (if any, ) payable upon the conversion or exchange of Convertible Securities referred to in paragraph (b) any convertible or (c) aboveexchangeable securities, or (iii) the rate at which any Convertible Securities referred to in subsection (b) convertible or (c) above exchangeable securities are convertible into or exchangeable for Common Stock shall change Capital Shares changes at any time (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event the change shall forthwith be readjusted adjusted to the Exercise Price which that would have been in effect at such time had such rights, options options, warrants or Convertible Securities convertible or exchangeable securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Exercise Price then in effect shall be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then in effect hereunder is thereby reduced.

Readjustment of Exercise Price. If In the event (i) the purchase price provided payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection (bc) or (d) above, or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for additional shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Stock Purchase Rights or right or the termination of any such right to convert or exchange under any such Convertible Securities, if none of such Stock Purchase Rights or such Convertible Securities, as the case may be, shall have been exercised, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this SECTION 8.2(f) shall have the effect of increasing the Exercise Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities.

Readjustment of Exercise Price. If In the event (i) the purchase price provided payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection Subsection (bc) or (d) above, or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for additional shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Stock Purchase Rights not exercised or right or the termination of any such right to convert or exchange under such Convertible SecuritiesSecurities not exercised, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this Subsection (f) shall have the effect of increasing the Exercise Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities.

Readjustment of Exercise Price. If In the event (i) the purchase price per share provided for in any rights rights, options or options Convertible Securities referred to in subsection (b1) above, or (ii) the number of shares of Convertible Securities that would be delivered under such rights, options or Convertible Securities, (iii) the additional consideration, if any, payable upon exercise of such rights or options or the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) aboveSecurities, or (iiiiv) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for Common Stock Stock, in any case, shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right not exercised, or the termination of any such unexercised right to convert or exchange such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason No readjustment of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in pursuant to this subsection (2) shall have the effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment increasing the Exercise Price then by an amount in effect hereunder is thereby reducedexcess of the adjustment initially made to the Exercise Price in respect to the issue, sale, grant or assumption of the applicable options, rights or Convertible Securities.

Readjustment of Exercise Price. If In the event (i) the purchase ------------------------------ price provided payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection (bc) or (d) above, or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for additional shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Stock Purchase Rights or right or the termination of any such right to convert or exchange under any such Convertible Securities, if none of such Stock Purchase Rights or such Convertible Securities, as the case may be, shall have been exercised, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this Section 8.2(f) shall have the effect of increasing the Exercise -------------- Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities.

Readjustment of Exercise Price. If In the event (i) the purchase price per share provided for in any rights rights, options, or options Convertible Securities referred to in subsection (b1) above, or (ii) the number of shares of Convertible Securities that would be delivered under such rights, options or Convertible Securities; (iii) the additional consideration, if any, payable upon exercise of such rights or options or the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) aboveSecurities, or (iiiiv) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for Common Stock Stock, in any case, shall change (other than under or by reason of provisions designed to protect against dilution)change, the the` Exercise Price in effect at the time of such event shall forthwith be adjusted or readjusted to give effect to the Exercise Price which would have been in effect at such time had such rights, options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right not exercised, or the termination of any such unexercised right to convert or exchange such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason No readjustment of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in pursuant to this subsection (2) shall have the effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment increasing the Exercise Price then by an amount in effect hereunder is thereby reducedexcess of the adjustment initially made to the Exercise Price in respect to the issue, sale, grant or assumption of the applicable options, rights or Convertible Securities.

Readjustment of Exercise Price. If Upon each change in (i) the purchase price provided consideration, if any, payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection Section 6.2(a), (bc) aboveor (d), or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the number of shares of Common Stock issuable upon the exercise of such Stock Purchase Rights or the rate at which any such Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for share of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)Stock, the Exercise Price in effect at the time of such event shall forthwith be the readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase priceconsideration, additional consideration number of shares of Common Stock so issuable or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible SecuritiesStock Purchase Rights not exercised, the Exercise Price then in effect shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option Stock Purchase Rights or Convertible Security Securities never been issued. In the event an adjustment is made to the Exercise Price pursuant to Section 6.2(b), and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (bc) or (cd) are convertible upon the entering into or exchangeable by the Company of a firm contract for Common Stock, shall be reduced at any time under or by reason the issuance of provisions with respect thereto designed to protect against dilution, then in case of the delivery shares of Common Stock upon Purchase Rights or convertible Securities, but the exercise terms of such firm contract change subsequent to the date on which such firm contract was entered into (including any reduction in any the number of shares, Stock Purchase Rights or Convertible Securities issuable thereunder or the consideration payable therefor under such rights or options or upon conversion or exchange of any such Convertible Securitiesfirm contract), the Exercise Price then in effect hereunder on the date 6 of such change to such firm contract shall forthwith be adjusted to such amount as the Exercise Price which would have obtained been in effect at the time of such change had such right, option or Convertible Securities never firm contract been issued as to entered into originally on such Common Stock and had adjustments never been made upon the issuance changed terms. No readjustment of the Exercise Price pursuant to this Section 6.2(f) shall (i) increase the Exercise Price in respect of the issue, sale or grant (or deemed issue, sale or grant) of the applicable shares of Common Stock, Stock delivered as aforesaid, but only if as a result Purchase Rights or convertible Securities or (ii) require any adjustment to the amount paid or number of shares of Warrant Stock received upon any exercise of this Warrant prior to the date upon which such adjustment readjustment to the Exercise Price then in effect hereunder is thereby reducedshall occur.

Readjustment of Exercise Price. If (i) Upon expiration of the purchase price provided for in any rights or options referred to in subsection (b) above, or (ii) the additional consideration, if any, payable upon the right of conversion or exchange of any Convertible Securities, or upon the expiration of any rights, options or warrants, or upon the termination of any firm contract or commitment for the issuance of such rights, options, warrants or Convertible Securities, or upon any increase in the minimum consideration receivable by the Company for the issuance of Additional Shares of Common Stock pursuant to such Convertible Securities, rights, options or warrants, if any such Convertible Securities referred to in paragraph (b) shall not have been converted or (c) aboveexchanged, or (iii) the rate at which if any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for Common Stock shall change (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securitieswarrants shall not have been exercised, the Exercise Price then in effect shall be increased to the Exercise Price which would have been in effect at the time number of such expiration or termination had such right, option or Convertible Security never been issued, and the shares of Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or issued and outstanding by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or fact that they were issuable upon conversion or exchange of any such Convertible SecuritiesSecurities or upon exercise of any such rights, options or warrants shall no longer be computed as set forth above, and the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as readjusted and thereafter be the price which it would have obtained been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 3 after the issuance of such Convertible Securities, rights, options or warrants) had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been the adjustment of the Exercise Price made upon the issuance or sale of such Convertible Securities or the issuance of such rights, options or warrants been made on the basis of the shares issuance only of the number of Additional Shares of Common Stock delivered as aforesaid, but only if as a result actually issued upon conversion or exchange of such adjustment Convertible Securities or upon the Exercise Price then in effect hereunder is thereby reducedexercise of such rights, options or warrants, or upon the basis of such increased minimum consideration, as the case may be.

Readjustment of Exercise Price. If In the event (i) the ------------------------------ purchase price provided payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection (bc) or (d) above, or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for additional shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Stock Purchase Rights or right or the termination of any such right to convert or exchange under any such Convertible Securities, if none of such Stock Purchase Rights or such Convertible Securities, as the case may be, shall have been exercised, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this Section 8.2(f) shall have the effect of increasing the Exercise -------------- Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities.

Readjustment of Exercise Price. If Upon the expiration of the right to convert or exchange any convertible or exchangeable securities, or upon the expiration of any rights, options or warrants, the issuance of which convertible or exchangeable securities, rights, options or warrants effected an adjustment in Exercise Price, if any such convertible or exchangeable securities shall not have been converted or exchanged, or if any such rights, options or warrants shall not have been exercised, the number of Capital Shares deemed to be issued and Outstanding by reason of the fact that they were issuable upon conversion or exchange of any such convertible or exchangeable securities or upon exercise of any such rights, options, or warrants shall no longer be computed as set forth above, and such Exercise Price shall forthwith be readjusted and thereafter be the price that it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section 6.1 after the issuance of such convertible or exchangeable securities, rights, options or warrants) had the adjustment of the Exercise Price made upon the issuance or sale of such convertible or exchangeable securities or issuance of rights, options or warrants been made on the basis of the issuance only of the number of Additional Capital Shares actually issued upon conversion or exchange of such convertible or exchangeable securities, or upon the exercise of such rights, options or warrants, and thereupon only the number of Additional Capital Shares actually so issued, if any, shall be deemed to have been issued and only the consideration actually received by the Company (computed as set forth in sub-subsection (i) hereof) shall be deemed to have been received by the Company. If the purchase price provided for in any rights rights, options or options referred to in subsection (b) abovewarrants, or (ii) the additional consideration, consideration (if any, ) payable upon the conversion or exchange of Convertible Securities referred to in paragraph (b) any convertible or (c) aboveexchangeable securities, or (iii) the rate at which any Convertible Securities referred to in subsection (b) convertible or (c) above exchangeable securities are convertible into or exchangeable for Common Stock shall change Capital Shares changes at any time (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event the change shall forthwith be readjusted adjusted to the Exercise Price which that would have been in effect at such time had such rights, options options, warrants or Convertible Securities convertible or exchangeable securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option or right or the termination of any such right to convert or exchange such Convertible Securities, the Exercise Price then in effect shall be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then in effect hereunder is thereby reduced.

Readjustment of Exercise Price. If Upon each change in (i) the purchase price provided consideration, if any, payable for in any rights Purchase Rights or options Convertible Securities referred to in subsection Sections 4.2(c) or (b) aboved), or (ii) the additional consideration, if any, payable upon exercise of such Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the number of shares of Common Stock issuable upon the exercise of such Purchase Rights or the rate at which any such Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)Stock, the Exercise Price in respect of a Warrant in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Purchase Rights or Convertible Securities still outstanding provided for such changed purchase priceconsideration, additional consideration number of shares of Common Stock so issuable or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Purchase Rights not exercised or right or the termination of any such right to convert or exchange such under any Convertible SecuritiesSecurities not exercised, the Exercise Price in respect of a Warrant then in effect shall forthwith be increased readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as (but also giving effect to such Common Stock and had any subsequent adjustments never been made upon the issuance of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment to the Exercise Price then to the extent not theretofore so readjusted for). No readjustment of the Exercise Price pursuant to this Section 4.2(f) shall (i) adjust the Exercise Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Purchase Rights or Convertible Securities or (ii) require any adjustment to the amount paid or number of Warrant Shares received by any Person upon any exercise of the Warrant which had been exercised prior to the date upon which such readjustment to the Exercise Price shall occur.

Readjustment of Exercise Price. If In the event (i) the purchase price provided payable for in any rights Stock Purchase Rights or options Convertible Securities referred to in subsection Subsection (bc) or (d) of Section 4.2 above, or (ii) the additional consideration, if any, payable upon exercise of such Stock Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the rate at which any Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for additional shares of Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)change, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Stock Purchase Rights or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Stock Purchase Rights not exercised or right or the termination of any such right to convert or exchange under any such Convertible SecuritiesSecurities not exercised, the Exercise Price then in effect hereunder shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option unexercised Stock Purchase Rights or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option or unconverted Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this Section 4.4 shall have the effect of increasing the Exercise Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Stock Purchase Rights or Convertible Securities.

Readjustment of Exercise Price. If Upon each change in (i) the purchase price provided consideration, if any, payable for in any rights Purchase Rights or options Convertible Securities referred to in subsection section 4.2(a), (bc) aboveor (d), or (ii) the additional consideration, if any, payable upon exercise of such Purchase Rights or upon the conversion or exchange of such Convertible Securities referred to in paragraph (b) or (c) above, or (iii) the number of shares of Holding Company Common Stock issuable upon the exercise of such Purchase Rights or the rate at which any such Convertible Securities referred to in subsection (b) or (c) above are convertible into or exchangeable for shares of Holding Company Common Stock shall change (other than under or by reason of provisions designed to protect against dilution)Stock, the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such rights, options Purchase Rights or Convertible Securities still outstanding provided for such changed purchase priceconsideration, additional consideration number of shares of Holding Company Common Stock so issuable or conversion rate, as the case may be, at the time initially granted, issued or sold. On the expiration of any such option Purchase Rights not exercised or right or the termination of any such right to convert or exchange such under any Convertible SecuritiesSecurities not exercised, the Exercise Price then in effect shall forthwith be increased to the Exercise Price which would have been in effect at the time of such expiration or termination had such right, option or Convertible Security never been issued, and the Common Stock issuable thereunder shall no longer be deemed to be outstanding. If the purchase price provided for in any such rights or options referred to in paragraph (b) above or the rate at which any Convertible Securities referred to in paragraph (b) or (c) are convertible into or exchangeable for Common Stock, shall be reduced at any time under or by reason of provisions with respect thereto designed to protect against dilution, then in case of the delivery of Common Stock upon the exercise in any such rights or options or upon conversion or exchange of any such Convertible Securities, the Exercise Price then in effect hereunder shall forthwith be adjusted to such amount as would have obtained had such right, option Purchase Rights or Convertible Securities never been issued as to such Common Stock and had adjustments never been made upon the issuance issued. No readjustment of the shares of Common Stock delivered as aforesaid, but only if as a result of such adjustment the Exercise Price then pursuant to this section 4.2(f) shall (i) increase the Exercise Price by an amount in effect hereunder is thereby reducedexcess of the adjustment originally made to the Exercise Price in respect of the issue, sale or grant of the applicable Purchase Rights or Convertible Securities or (ii) require any adjustment to the amount paid or number of Warrant Shares received by any Person upon any exercise of this Warrant prior to the date upon which such readjustment to the Exercise Price shall occur.