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 convertible or exchangeable into, Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, 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 securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through issuance of such rights, warrants, options, or convertible securities. 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the Board.

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 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 convertible 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit Warrant the Warrants shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit Warrant immediately the Warrants 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 securities plus the maximum number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, or 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 successively 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the Boarda Board resolution.

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 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 convertible 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit this 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 the date of issuance of such rights, options, warrants or securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, or 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.33.3, the consideration allocated to each such security shall be determined in good faith by a Board resolution, a certified copy of which shall be delivered to the BoardHolder.

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 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 convertible 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit this 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 the date of issuance of such rights, options, warrants or securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, or convertible securities; PROVIDED, HOWEVER, that to the extent any such issuance, sale, distribution or other grant is made to the holders of the Warrants, such holders shall not be entitled to the benefit of the adjustment provided for in this Section 3.3. 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.33.3, the consideration allocated to each such security shall be determined in good faith by a Board resolution, a certified copy of which shall be delivered to the BoardHolder.

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 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 convertible 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit this 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 the date of issuance of such rights, options, warrants or securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, or convertible securities; provided, however, that to the extent any such issuance, sale, distribution or other grant is made to the holders of the Warrants, such holders shall not be entitled to the benefit of the adjustment provided for in this Section 3.3. 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.33.3, the consideration allocated to each such security shall be determined in good faith by a Board resolution, a certified copy of which shall be delivered to the BoardHolder.

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 purchaseOrdinary Shares, or any options or warrants for the purchase of, or any securities convertible into or exchangeable into, Common Stockor exercisable for Ordinary Shares to all holders of Ordinary Shares without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the Ordinary Shares at a 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 Current Market Value per share of Common StockOrdinary Share, then the number of shares of Common Stock thereafter Ordinary Shares purchasable upon the exercise of each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable Ordinary Shares theretofore issuable upon the exercise of such Credit each Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, 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 securities plus the number of additional 12 14 shares of Common Stock Ordinary Shares offered for subscription or purchase or into or for which such securities that are convertible issued are convertible, exchangeable or exchangeableexercisable, and 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 securities plus the total number of shares Ordinary Shares which the aggregate consideration expected to be received by the Company (assuming the exercise or conversion of Common Stock which could be purchased all such rights, options, warrants or securities) would purchase at the then Current Market Value with per Ordinary Share. Subject to Section 4.08, in the aggregate consideration received through 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 of such rights, warrants, options, or convertible securitiesby the 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. Notwithstanding any other provision of No adjustment shall be made pursuant to this Section 4.3, 4.03 which shall have the effect of decreasing the number of shares of Common Stock Ordinary Shares purchasable upon exercise of any Credit each Warrant shall not be adjusted pursuant to this Section 4.3 in connection with or of increasing the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the BoardExercise 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, Class A Common Stock to all holders of Class A Common Stock, entitling such holders to subscribe for or purchase shares of Class A Common Stock or stock securities exchangeable for, or securities convertible into or exchangeable into, Class A Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the subscription or purchase price per share of Class A Common Stock or the price per share of Class A Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Current Fair Market Value per share of Class A Common Stock, then the number of shares of Class A Common Stock thereafter purchasable upon the exercise of each Credit this Warrant shall be increased to a number determined by multiplying the number of shares of Class A Common Stock purchasable upon the exercise of such Credit this 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 Class A Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the number of additional 12 14 shares of Class A 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 Class A Common Stock outstanding on the date of issuance of such rights, options, warrants or other securities plus the total number of shares of Class A Common Stock which could be purchased at the Current Fair Market Value with the aggregate consideration received through the issuance of such rights, options, warrants, optionsor other securities. In the event of any such adjustment, or convertible securitiesthe 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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, Class A Common Stock subject to this Section 4.33.3, the consideration allocated to each such security shall be determined in good faith by the Boardrelative Fair Market Value thereof as compared to the other security or securities issued as such unit. For the avoidance of doubt, this Section 3.3 shall not apply to the Rights distributed pursuant to the Company Rights Plan as of August 10, 2009.

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 convertible into or exchangeable into, or exercisable for Common StockStock to all holders of Common Stock without any charge, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and the at a 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable issuable upon the exercise of each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable theretofore issuable upon the exercise of such Credit each Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, 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 securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities that are convertible issued are convertible, exchangeable or exchangeableexercisable, and 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 securities plus the total number of shares of Common Stock which could the aggregate consideration expected to be purchased received by the Company (assuming the exercise or conversion of all such rights, options, warrants or securities) would purchase at the then Current Market Value with per share of Common Stock. Subject to Section 4.08, in the aggregate consideration received through 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 of such rights, warrants, options, or convertible securitiesby the 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. Notwithstanding any other provision of No adjustment shall be made pursuant to this Section 4.3, 4.03 which shall have the effect of decreasing the number of shares of Common Stock purchasable upon exercise of any Credit each Warrant shall not be adjusted pursuant to this Section 4.3 in connection with or of increasing the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the BoardExercise Price.

Rights Issue. In case the event that at any time Company, prior to redemption, shall issue rights, options, warrants or from time convertible securities to time after all holders of 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 convertible or exchangeable into, Common Stock, Stock entitling such holders them to subscribe for or purchase shares of Common Stock or stock or securities convertible into Common StockStock at a price per share less than the current value of the Common Stock (as determined in accordance with Section 4.6 below) on the record date for the issuance of such securities, whether instruments or not immediately exercisablerights or the granting of such securities, convertible options or exchangeablewarrants, as the case may be, and the price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at Warrant Price to be in effect after the record date for the issuance of such issuance than rights or the then Current Market Value per share granting of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit Warrant such options or warrants shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit Warrant Price in effect immediately prior to the such record date of issuance of such rights, options, warrants or securities by a fraction, the numerator of which shall be (i) the sum of (a) the number of shares of Common Stock outstanding on immediately prior to such sale and (b) the date of issuance of such rights, options, warrants or securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value current value of the Common Stock (as determined in accordance with Section 4.6 below) with the aggregate consideration received through issuance by the Company upon such sale, and the denominator of which shall be the total number of shares of Common Stock that would be outstanding immediately after such rights, warrantssale if the full amount of convertible securities, options, or convertible securities. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively were exercised immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securitiessale. Notwithstanding any other provision of this Section 4.3Additionally, the number of shares of Common Stock purchasable upon exercise of any Credit each Warrant shall not simultaneously be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement by the Board and approved by the holders of Common Stock when required by law, if multiplying the number of shares of Common Stock underlying issuable upon exercise of each Warrant by the Warrant Price in effect immediately prior to the adjustment made and under this Section 4.4 and dividing the product so obtained by the Warrant Price in effect immediately after the adjustment. In the event such securities, instruments or rights and options do shall change or expire, or such convertible securities shall not exceed 5% be converted, any adjustment previously made hereunder shall be readjusted to such as would have obtained on the basis of the Common Stock outstanding on the date of this Agreement. If the Company at any time shall issue two rights as modified by such change or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the Boardexpiration.

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 convertible or exchangeable into, Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into Common Stock, whether or not immediately exercisable, convertible or exchangeable, as the case may be, and 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 Current Market Value per share of Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Credit Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock purchasable upon the exercise of such Credit Warrant immediately prior to the date of issuance of such rights, options, warrants or securities by a fraction, 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 securities plus the number of additional 12 14 shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and 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 securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through issuance of such rights, warrants, options, or convertible securities. 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 Credit Warrant shall not be adjusted pursuant to this Section 4.3 in connection with the issuance or grant of Common Stock upon the exercise of rights or options to the Company's employees under bona fide employee benefit plans adopted prior to the date of this Agreement 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 convertible or exchangeable into, Common Stock subject to this Section 4.3, the consideration allocated to each such security shall be determined in good faith by the Board.