Common use of Rights Issue Clause in Contracts

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Market Value per share of Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration received through the issuance of such rights, options, warrants, or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c), the consideration allocated to each such security shall be the relative Fair Market Value thereof as compared to the other security or securities issued as such unit.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable forconvertible into Common Stock within 60 days after the record date for such issuance, sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than the then Fair Current Market Value per share of such Common Stock, the number of shares of Common Stock Warrant Shares thereafter purchasable upon the exercise of this each Warrant shall be determined increased by multiplying the a number of shares of Common Stock purchasable upon the exercise of this Warrant prior equal to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.3 if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.3 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c)4.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to Board of Directors of the other security or securities issued as such unitCompany.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible or exchangeable into, into Common StockStock (other than pursuant to a transaction described in Section 3.4), whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Market Value per share of Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c)3.3, the consideration allocated to each such security shall be the relative Fair Market Value thereof as compared determined in good faith by a Board resolution, a certified copy of which shall be delivered to the other security or securities issued as such unitHolder.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock Ordinary Shares to all holders of Common StockOrdinary Shares, entitling such holders to subscribe for or purchase shares of Common Stock Ordinary Shares or stock or securities exchangeable forconvertible into Ordinary Shares within 60 days after the record date for such issuance, sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or Ordinary Shares (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than the then Fair Current Market Value per share of Common Stocksuch Ordinary Shares, the number of shares of Common Stock Ordinary Shares thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Ordinary Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock Ordinary 26 22 Shares offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock Ordinary Shares which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Ordinary Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock Ordinary Shares subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible or exchangeable into, into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price consideration to be received per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date of issuance of such rights, options, warrants or securities by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or issuable upon exercise of options or warrants or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through the issuance issuance, exercise, conversion or exchange of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 4.3, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities in connection with: (a) a firm commitment underwritten public offering of rights, or convertible or exchangeable securities by the Company, (b) a private placement of rights or convertible or exchangeable securities by the Company in which at least 50% of the securities being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock other than the Warrants or the Warrant Shares, and (c) the issuance or grant of rights or options to the Company’s employees under bona fide employee benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, provided that the number of shares of Common Stock underlying such rights and options do not exceed 5% of the Common Stock outstanding on the date hereof. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible into or exchangeable intofor, Common Stock subject to this Section 3(c)4.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock Shares to all holders of Common StockShares, entitling such holders to subscribe for or purchase shares of Common Stock Shares or stock, or securities exchangeable for, or convertible into or exchangeable intoor exercisable for Shares within 60 days after the record date for such issuance, Common Stocksale, whether distribution or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or Shares (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than ------------- the then Fair Current Market Value per share of Common Stocksuch Shares, the number of shares of Common Stock Shares thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock Shares outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock Shares offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock Shares outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock Shares which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock Shares subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable forconvertible into shares of Common Stock within 60 days after the record date for such issuance, 13 10 sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than the then Fair Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, shares of Common Stock subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issueissue rights, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase ofto acquire, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase at a price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof that is lower at the record date for such issuance less than the then Fair Market Value per share of Common StockStock as of the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities, the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant immediately after such record date shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately prior to the such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on a fully-diluted basis as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on a fully-diluted basis as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration expected to be received through by the issuance Company upon the exercise, conversion or exchange of such rights, options, warrantswarrants or securities (as determined by the Board of Directors of the Company acting in good faith, or other securitieswhose determination shall be evidenced by a board resolution) would purchase at the Market Value per share of Common Stock as of the record date. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever such rightsmade, options or warrants are issued and shall only become effective retroactively immediately after the record date for the determination of stockholders entitled to receive effective, whenever such rights, options, warrants or securitiessecurities are issued. If the Company at any time shall issue two or more securities as a unit and one or more of such securities No adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c)4.3 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or of increasing the Exercise Price. Notwithstanding the foregoing no adjustment will be made pursuant to this Section 4.3 on account of any dividend or interest reinvestment plan or any employee stock purchase plan providing for the purchase of shares of Company Common Stock at a discount from the Market Value; provided, the consideration allocated to each however, that such security plans shall be the relative Fair Market Value thereof as compared to the other security or securities issued as such unithave a valid business purpose.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable forconvertible into shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "CONSIDERATION") is lower at the record date for such issuance than the then Fair Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1 (c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, shares of Common Stock subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable forconvertible into shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than the then Fair Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, shares of Common Stock subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issueissue rights, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase ofto acquire, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common StockStock without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as at a price per share that is less than the case may be, and the subscription or purchase price Market Price per share of Common Stock or the price per share as of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for the determination of stockholders entitled to receive such issuance than the then Fair Market Value per share of Common Stockrights, options, warrants or securities, the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant immediately after such record date shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately prior to the such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration expected to be received through by the issuance Company upon the exercise, conversion or exchange of such rights, options, warrantswarrants or securities (as determined by the Board of Directors of the Company acting in good faith, or other securitieswhose determination shall be evidenced by a board resolution) would purchase at the Market Price per share of Common Stock as of the record date. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever such rightsmade, options or warrants are issued and shall only become effective retroactively immediately after the record date for the determination of stockholders entitled to receive effective, whenever such rights, options, warrants or securitiessecurities are issued. If the Company at any time shall issue two or more securities as a unit and one or more of such securities No adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c), 4.03 which shall have the consideration allocated to effect of decreasing the number of shares of Common Stock purchasable upon exercise of each such security shall be Warrant or of increasing the relative Fair Market Value thereof as compared to the other security or securities issued as such unitExercise Price.

Rights Issue. In the event that at any time or from ------------ time to time after the date hereof, the Company shall issueissue rights, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase ofto acquire, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase at a price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof that is lower at the record date for such issuance less than the then Fair Market Value per share of Common StockStock as of the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities, the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant immediately after such record date shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this each Warrant immediately prior to the such record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on a fully-diluted basis as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on a fully-diluted basis as of the close of business on the record date of for the issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration expected to be received through by the issuance Company upon the exercise, conversion or exchange of such rights, options, warrantswarrants or securities (as determined by the Board of Directors of the Company acting in good faith, or other securitieswhose determination shall be evidenced by a board resolution) would purchase at the Market Value per share of Common Stock as of the record date. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever such rightsmade, options or warrants are issued and shall only become effective retroactively immediately after the record date for the determination of stockholders entitled to receive effective, whenever such rights, options, warrants or securitiessecurities are issued. If the Company at any time shall issue two or more securities as a unit and one or more of such securities No adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c)4.3 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or of increasing the Exercise Price. Notwithstanding the foregoing no adjustment will be made pursuant to this Section 4.3 on account of any dividend or interest reinvestment plan or any employee stock purchase plan providing for the purchase of shares of Company Common Stock at a discount from the Market Value; provided, the consideration allocated to each however, that such security -------- ------- plans shall be the relative Fair Market Value thereof as compared to the other security or securities issued as such unithave a valid business purpose.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible or exchangeable into, into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon with respect to which the exercise Holder of this Warrant a CVR shall be entitled to a Contingent Value Payment shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable with respect to which a Contingent Value Payment would have been payable upon the exercise of this Warrant such CVR immediately prior to the record date of issuance of such rights, options, warrants or securities by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 5.3, the number of shares of Common Stock with respect to which the Holder of a CVR shall be entitled to a Contingent Value Payment upon exercise of any CVR shall not be adjusted pursuant to this Section 5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities in connection with: (a) a firm committed underwritten public offering of rights, or convertible or exchangeable securities by the Company, (b) a private placement of rights or convertible or exchangeable securities by the Company in which at least 50% of the securities being issued are issued to Persons who are not Affiliates of the Company or any holder of Common Stock or (c) the issuance or grant of rights or options after the date hereof to the Company's or any of its Subsidiaries' employees, officers, directors, consultants or advisors under bona fide benefit plans adopted by the Board and approved by the holders of Common Stock when required by law, if the number of shares of Common Stock underlying such rights and options do not exceed 5% of the Common Stock outstanding on the date of this Agreement. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c)5.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, Closing Date the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible into or exchangeable into, Common Stock to all holders of for Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible into or exchangeable into, for Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at on the record date for such issuance than the then Fair Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date of issuance of such rights, options, warrants or securities by a fraction, (Aa) the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus (ii) the number of additional shares of Common Stock offered for subscription or purchase or issuable upon exercise of such options or warrants or into or for which such securities are exercisable, convertible or exchangeable, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 5.3, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities described in clause (a) of Section 5.4. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible into or exchangeable into, for Common Stock subject to this Section 3(c)5.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared Board, whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a certified copy of which shall be delivered to the other security or securities issued as such uniteach Holder.

Rights Issue. In the event that at any time or from time to time after the date hereof, Closing Date the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable convertible into or exchangeable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible into or exchangeable into, for Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at on the record date for such issuance than the then Fair Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this such Warrant immediately prior to the record date of issuance of such rights, options, warrants or securities by a fraction, (Aa) the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus (ii) the number of additional shares of Common Stock offered for subscription or purchase or into issuable upon exercise of such options or warrants or for which such securities are exercisable, convertible into or exchangeableexchangeable for, and (Bb) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. Notwithstanding any other provision of this Section 5.3, the number of shares of Common Stock purchasable upon exercise of any Warrant shall not be adjusted pursuant to this Section 5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities described in clause (a) of Section 5.4. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible into or exchangeable intofor, Common Stock subject to this Section 3(c)5.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared Board whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a certified copy of which shall be delivered to the other security or securities issued as such uniteach Holder.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible or exchangeable into, into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Current Market Value per share of Common Stock, the number of shares of Common Stock thereafter purchasable or issuable upon the exercise of this Warrant the Warrants shall be determined by multiplying the such number of shares of Common Stock purchasable upon the exercise of this Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, warrants, or other convertible securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. No adjustment shall be made pursuant to this Section 5.3 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of each Warrant or of increasing the Exercise Price. If the Company at any time shall issue two or more securities as a unit share and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c)5.3, the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to Board of Directors of the other security or securities issued as such unitCompany.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issueissue rights, sell, distribute options or otherwise grant any rights warrants entitling the holders thereof to subscribe for or to purchaseshares of Common Stock, or any options or warrants for the purchase of, or any securities exercisable for, or convertible into or exchangeable into, or exercisable for Common Stock to all holders of Common StockStock without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase at a price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof that is lower at the record date for such issuance than the then Fair Current Market Value per share of Common StockStock other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock thereafter purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable theretofore issuable upon the exercise of this each Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities that are issued are convertible, exchangeable or exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the 21 17 aggregate consideration expected to be received through by the issuance Company (assuming the exercise or conversion of all such rights, options, warrantswarrants or securities) would purchase at the then Current Market Value per share of Common Stock. Subject to Section 4.08, or other securities. In in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever immediately after such rights, options or warrants are issued and shall become effective retroactively immediately after effective, retroactive to the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. If the Company at any time shall issue two or more securities as a unit and one or more of such securities No adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c), 4.03 which shall have the consideration allocated to effect of decreasing the number of shares of Common Stock purchasable upon exercise of each such security shall be Warrant or of increasing the relative Fair Market Value thereof as compared to the other security or securities issued as such unitExercise Price.

Rights Issue. In the event that at any time or from time to time after the date hereof, hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable forconvertible into shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeableother grant, as the case may be, and the subscription sum of (a) the offering price of such right, option, 10 warrant or purchase other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock or (the price per share of Common Stock issuable upon exercise, conversion or exchange thereof "Consideration") is lower at the record date for such issuance than the then Fair Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant issuable immediately prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Current Market Value with the aggregate consideration received through of the issuance of Consideration with respect to such rightsissuance, optionssale, warrants, distribution or other securities. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractiongrant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, shares of Common Stock subject to this Section 3(c4.1(c), the consideration allocated to each such security shall be determined in good faith by the relative Fair Market Value thereof as compared to the other security or securities issued as such unitBoard.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issueissue rights, sell, distribute options or otherwise grant any rights warrants entitling the holders thereof to subscribe for or to purchaseshares of Common Stock, or any options or warrants for the purchase of, or any securities exercisable for, or convertible into or exchangeable into, or exercisable for Common Stock to all holders of Common StockStock without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase at a price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof that is lower at the record date for such issuance than the then Fair Current Market Value per share of Common StockStock other than in connection with the adoption of a shareholder rights plan by the Company, the number of shares of Common Stock thereafter purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable theretofore issuable upon the exercise of this each Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities that are issued are convertible, exchangeable or exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration expected to be received through by the issuance Company (assuming the exercise or conversion of all such rights, options, warrantswarrants or securities) would purchase at the then Current Market Value per share of Common Stock. Subject to Section 4.08, or other securities. In in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above aforementioned fraction. Such adjustment shall be made whenever immediately after such rights, options or warrants are issued and shall become effective retroactively immediately after effective, retroactive to the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities. If the Company at any time shall issue two or more securities as a unit and one or more of such securities No adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c), 4.03 which shall have the consideration allocated to effect of decreasing the number of shares of Common Stock purchasable upon exercise of each such security shall be Warrant or of increasing the relative Fair Market Value thereof as compared to the other security or securities issued as such unitExercise Price.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issueissue rights, sell, distribute options or otherwise grant any rights warrants entitling the holders thereof to subscribe for or to purchaseshares of Common Stock, or any options or warrants for the purchase of, or any securities exercisable for, or convertible into or exchangeable into, or exercisable for Common Stock to all holders of Common StockStock (other than in connection with the adoption of a shareholder rights plan by the Company) without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or securities exchangeable for, or convertible or exchangeable into, Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase at a price per share that as of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance is less than the then Fair Current Market Value per share of Common Stock, the number of shares of Common Stock thereafter purchasable issuable upon the exercise of this each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable theretofore issuable upon the exercise of this each Warrant prior to the record date by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding out- standing on the date of issuance of such rights, options, warrants or other securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities that are issued are conver- tible, exchangeable or exercisable, convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding out- standing on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration expected to be received through by the issuance Company (assuming the exercise or conver- sion of all such rights, options, warrantswarrants or securities) would purchase at the then Current Market Value per share of Common Stock. Subject to Section 4(g), or other securities. In in the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fractionaforementioned frac- tion. Such adjustment shall be made whenever immediately after such rights, options or warrants are issued and shall become effective retroactively immediately after effective, retroactive to the record date for the determination determina- tion of stockholders entitled to receive such rights, options, warrants or securities. If the Company at any time shall issue two or more securities Except as a unit and one or more of such securities set forth in Section 4(f), no adjustment shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject made pursuant to this Section 3(c), 4(c) which shall have the consideration allocated to effect of decreasing the number of shares of Common Stock purchasable upon exercise of each such security shall be Warrant or of increasing the relative Fair Market Value thereof as compared to the other security or securities issued as such unitExercise Price.

Rights Issue. In the event that at any time or from time to time after the date hereof, the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities exercisable for, or convertible or exchangeable into, Common Stock to all holders of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities exchangeable for, or convertible or exchangeable into, into Common StockStock (other than pursuant to a transaction described in Section 3.4), whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Fair Market Value per share of Common StockStock (which securities or rights are referred to as the "New Rights"), the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be determined by multiplying the number of shares of Common Stock purchasable upon the exercise of this Warrant prior to the record date by a fraction, (A) the numerator of which shall be the sum of (i) the number of shares of Common Stock outstanding on the date of issuance of such rightsthe New Rights, plus (ii) the number of shares of Common Stock issuable or convertible into shares of Common Stock pursuant to options, warrants or other rights or securities outstanding on the date of issuance of the New Rights plus (iii) the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are exercisable, convertible or exchangeableexchangeable pursuant to such New Rights, and (B) the denominator of which shall be the sum of (i) the number of shares of Common Stock outstanding on the date of issuance of such rightsthe New Rights, plus (ii) the number of shares of Common Stock issuable or convertible into shares of Common Stock pursuant to options, warrants or other rights or securities outstanding on the date of issuance of the New Rights plus (iii) the total number of shares of Common Stock which could be purchased at the Fair Market Value with the aggregate consideration received through the issuance of such rights, options, warrants, or other securitiesthe New Rights. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment shall be made whenever such rights, options or warrants the New Rights are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rightsthe New Rights. Notwithstanding anything else herein, optionsthe convertible debt financing transaction currently contemplated by the Company, warrants or securitieswhich financing transaction will not exceed eighty million dollars, will not be deemed to be New Rights and will not trigger any adjustment to this Warrant as described herein. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities exercisable for, or convertible or exchangeable into, Common Stock subject to this Section 3(c)3.3, the consideration allocated to each such security shall be the relative Fair Market Value thereof as compared determined in good faith by a Board resolution, a certified copy of which shall be delivered to the other security or securities issued as such unitHolder.