Common use of Rights and Options Clause in Contracts

Rights and Options. Except as provided in Section 7.4, in case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the applicable Purchase Price, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, other than Excluded Stock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate then current amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum then current aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after (other than rights or options granted under the Original Issue DateCompany's Equity Incentive Plan and 1996 Non-Employee Directors Automatic Stock Option Plan or in connection with any debt financing of the Company with gross proceeds of $15 million or more), there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the applicable Purchase Price, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided PROVIDED that, if such rights or options shall by be their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration consideration, if any, payable to the Company upon the exercise thereof, the adjusted purchase price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and providedPROVIDED, furtherFURTHER, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options options, and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, other than Excluded Stock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate then current amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PriceRatchet Price per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum then current aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or rightsor options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (1) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateOptions, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or optionsOptions, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or optionsOptions, plus the minimum aggregate then current amount of additional consideration payable to the Company upon the exercise of such rights or optionsOptions, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. Options. (2) If the price per share so determined shall be less than the applicable Purchase Exercise Price, then the granting of such rights or options Options shall be deemed to be an issue or sale for cash pursuant to this Section 3(d) with the same effect thereof (as of the date of the granting of such rights or optionsOptions) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options Options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price per share Exercise Price shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or optionsOptions, if any thereof shall not have been exercised, the adjusted Purchase Exercise Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options Options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or optionsOptions, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after (other than rights or options granted under the Original Issue DateCompany's Equity Incentive Plan and 1996 Non-Employee Directors Automatic Stock Option Plan and rights or options issued in connection with any debt financing of the Company or its subsidiaries with gross proceeds of at least $15 million), there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the applicable Purchase Price, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided PROVIDED, that, if such rights or options shall by be their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration consideration, if any, payable to the Company upon the exercise thereof, the adjusted purchase price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and providedPROVIDED, furtherFURTHER, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Purchsase Price shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options options, and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock Stock, other than Excluded Stock, on or after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate then current amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PriceBenchmark Price per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in (a) In case the Company shall grant any ------------------ rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue DateStock, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (ai) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate then current amount of additional consideration payable to the Company upon the exercise of such rights or options, by (bii) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. . (b) If the price per share so determined shall be less than the applicable Purchase PriceDilution Price per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increasesincreases or decrease or decreases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase or decrease becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received by the Company upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.

Rights and Options. Except as provided in Section 7.4, in In case the Company shall grant any rights or options to subscribe for, purchase or otherwise acquire Common Stock after the Original Issue Date, there shall be determined the price per share for which Common Stock is issuable upon the exercise of such rights or options, such determination to be made by dividing (a) the total amount, if any, received or receivable by the Company as consideration for the granting of such rights or options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of such rights or options, by (b) the maximum number of shares of Common Stock of the Company issuable upon the exercise of such rights or options. If the price per share so determined shall be less than the applicable Purchase PricePrice per share, then the granting of such rights or options shall be deemed to be an issue or sale for cash (as of the date of the granting of such rights or options) of such maximum number of shares of Common Stock at the price per share so determined, provided that, if such rights or options shall by their terms provide for an increase or increases, with the passage of time, in the amount of additional consideration payable to the Company upon the exercise thereof, the adjusted purchase price Purchase Price per share shall, forthwith upon any such increase becoming effective, be readjusted to reflect the same, and provided, further, that upon the expiration of such rights or options, if any thereof shall not have been exercised, the adjusted Purchase Price per share shall forthwith be readjusted and thereafter be the price which it would have been had an adjustment been made on the basis that the only shares of Common Stock so issued or sold were those issued or sold upon the exercise of such rights or options and that they were issued or sold for the consideration actually received (by the Company Company) upon such exercise, plus the consideration, if any, actually received by the Company for the granting of all such rights or options, whether or not exercised.