Common use of Rights to Purchase Below Target Market Price Clause in Contracts

Rights to Purchase Below Target Market Price. If Company at any time and/or from time to time issues any shares of Capital Stock (or rights, options, warrants or convertible or exchangeable securities containing a right to subscribe for or acquire shares of Capital Stock) other than the Excludible Shares or the 700,000 shares to be issued after the Closing Date to John A. Holmes III, Dino R. Gavixx, xxx Xxxx Xlenn Fxxxxx xx xxx xhares xxxxex xx Xxxxxx pursuant to Section 11.4 or 11.5 for no consideration or at a price per share less than the Target Market Price per share in effect immediately prior to such issuance, then, the current Exercise Price to be in effect after such issuance will be determined as follows: multiply (1) the Exercise Price in effect immediately prior to such issuance by (2) a fraction (i) the numerator of which is the number of shares of Capital Stock outstanding on the date of such issuance plus the number of shares of Capital Stock which the aggregate offering price of the total number of shares of Capital Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at the Target Market Price and (ii) the denominator of which is the number of shares of Capital Stock outstanding on the date of such issuance plus the number of additional shares of Capital Stock so to be offered for subscription or purchase (or into which the convertible or exchangeable securities so to be offered are initially convertible). The provisions of this Section 11.2, however, do not apply to any issuance of Warrants or to any issuance of Warrant Shares upon exercise of any Warrants. If such subscription price may be paid in a consideration any of which is in a form other than cash, then the value of such consideration (unless Company and Holder otherwise mutually agree) will be as determined by an Independent Appraiser, and Company will cause the related shares to be fully paid. Any adjustment required by this Clause will (X) become effective on the date of issuance, and (Y) be made successively whenever any such event occurs.

Rights to Purchase Below Target Market Price. If Company at any time and/or from time to time issues any shares of Capital Stock (or rights, options, warrants or convertible or exchangeable securities containing a right to subscribe for or acquire shares of Capital Stock) other than the Excludible Shares or the 700,000 shares to be issued after the Closing Date to John A. Holmes IIIXxxx Xxxxxx, Dino R. GavixxXxxx X. Xxxxxx, xxx and Xxxx Xlenn Fxxxxx xx xxx xhares xxxxex xx Xxxxx Xxxxxx or any shares issued to Holder pursuant to Section 11.4 or 11.5 4.5 for no consideration or at a price per share less than the Target Market Price per share in effect immediately prior to such issuance, then, the current Exercise Price to be in effect after such issuance will shall be determined as follows: multiply (1) the Exercise Price in effect immediately prior to such issuance by (2) a fraction (i) the numerator of which is the number of shares of Capital Stock outstanding on the date of such issuance plus the number of shares of Capital Stock which the aggregate offering price of the total number of shares of Capital Stock so to be offered (or the aggregate initial conversion or exchange price of the convertible or exchangeable securities so to be offered) would purchase at the Target Market Price and (ii) the denominator of which is the number of shares of Capital Stock outstanding on the date of such issuance plus the number of additional shares of Capital Stock so to be offered for subscription or purchase (or into which the convertible or exchangeable securities so to be offered are initially convertible). The provisions of this Section 11.2Clause, however, do shall not apply to any issuance of Warrants or to any issuance of Warrant Shares upon exercise of any Warrants. If such subscription price may be paid in a consideration any of which is in a form other than cash, then the value of such consideration (unless Company and Holder otherwise mutually agree) will shall be as determined by an Independent Appraiser, and Company will the Board of Directors shall cause the related shares to be fully paid. Any adjustment required by this Clause will (X) shall become effective on the date of issuance, and (Y) shall be made successively whenever any such event occurs.