Common use of Sale of Options, Rights or Convertible Securities Clause in Contracts

Sale of Options, Rights or Convertible Securities. In the event the Corporation shall at any time or from time to time, issue options, warrants or rights to subscribe for shares of Common Stock, or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares), for a purchase price (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted to the fullest extent permitted by their terms) less than the applicable Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or other convertible or exchangeable securities, the applicable Conversion Price shall forthwith be reduced to an amount determined by multiplying the applicable Conversion Price by a fraction: (i) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y) the number of shares of Common Stock which the total amount of consideration received by the Corporation for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation upon the exercise or conversion thereof (the “Net Aggregate Consideration”) would purchase at the applicable Conversion Price prior to adjustment; and (ii) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted.

Sale of Options, Rights or Convertible Securities. In the event the Corporation Company shall at any time or from time to time, issue options, warrants or rights to subscribe for shares of Common Stock, or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares), for a purchase price Purchase Price (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted to the fullest extent permitted by their terms) less than the applicable Conversion greater of (a) the Market Price in effect immediately prior to the issuance, sale or exchange of such shares or (b) the Exercise Price in effect immediately prior to the issuance of such options or rights or convertible or exchangeable securities, then the Exercise Price in effect immediately prior to the issuance of such options, warrants or rights or other convertible or exchangeable securities, the applicable Conversion Price securities shall forthwith be reduced to an amount determined by multiplying the applicable Conversion such Exercise Price by a fraction: (iA) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securitiessecurities having an exercise or purchase price less than such Purchase Price), plus (Y) the number of shares of Common Stock which the total amount of consideration received by the Corporation Company for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation Company upon the exercise or conversion thereof (the “"Net Aggregate Consideration”") would purchase at the applicable Conversion Exercise Price prior to adjustment; , and (iiB) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securitiessecurities having an exercise or purchase price less than such Purchase Price), plus (Y) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted.

Sale of Options, Rights or Convertible Securities. In the event the Corporation shall at any time or from time to timetime while the Series A Preferred Stock is outstanding, issue options, warrants or rights to subscribe for shares of Common StockStock (other than any options for Excluded Shares), or issue any securities convertible into or exercisable or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares)Stock, for a purchase price consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted to the fullest extent permitted by their terms) less than the applicable Conversion Price in effect immediately prior to the issuance of such options or rights or convertible or exchangeable securities, the Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or other convertible or exchangeable securities, the applicable Conversion Price securities shall forthwith be reduced to an amount determined by multiplying the applicable such Conversion Price by a fraction: (iA) the numerator of which shall be (X1) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Series A Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y2) the number of shares of Common Stock which the total amount of consideration received by the Corporation for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation upon the exercise or conversion thereof (the “"Net Aggregate Consideration”") would purchase at the applicable Conversion Price prior to adjustment; , and (iiB) the denominator of which shall be (X1) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Series A Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y2) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted.

Sale of Options, Rights or Convertible Securities. In the event the Corporation Company shall at any time or from time to time, issue shares of Common Stock, options, warrants or rights to subscribe for shares of Common Stock, or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares)Stock, for a purchase price consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such shares of Common Stock, options, warrants, rights or other convertible securities were exercised or converted to the fullest extent permitted by their terms) of less than the applicable Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or other convertible or exchangeable securities$2.00, the applicable Conversion Price exercise price of this Warrant shall forthwith be reduced to an amount determined by multiplying the applicable Conversion Price such exercise price by a fraction: (ia) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury authorized but unissued shares held by the Company but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stockoutstanding, options, warrants, rights or other convertible securities), plus (Y) the number of shares of Common Stock which the total amount of consideration received by the Corporation Company for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation Company upon the exercise or conversion thereof (the “"Net Aggregate Consideration”") would purchase at the applicable Conversion Price exercise price prior to adjustment; , and (iib) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury authorized but unissued shares held by the Company but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted.

Sale of Options, Rights or Convertible Securities. In the event the Corporation Company shall at any time or from time to time, issue shares of Common Stock, options, warrants or rights to subscribe for shares of Common Stock, or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares)Stock, for a purchase price consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such shares of Common Stock, options, warrants, rights or other convertible securities were exercised or converted to the fullest extent permitted by their terms) of less than the applicable Conversion Price in effect immediately prior to the issuance of such options, warrants or rights or other convertible or exchangeable securities$2.00, the applicable Conversion Price exercise price of this Warrant shall forthwith be reduced to an amount determined by multiplying the applicable Conversion Price such exercise price by a fraction: (ia) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury authorized but unissued shares held by the Company but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stockoutstanding, options, warrants, rights or other convertible securities), plus (Y) the number of shares of Common Stock which the total amount of consideration received by the Corporation Company for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set forth in the terms of such security as payable to the Corporation Company upon the exercise or conversion thereof (the “"Net Aggregate Consideration”") would purchase at the applicable Conversion Price exercise price prior to adjustment; , and (iib) the denominator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible securities (excluding treasury authorized but unissued shares held by the Company but including all shares of Common Stock issuable upon conversion or exercise of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securities), plus (Y) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible securities were exercised or converted.

Sale of Options, Rights or Convertible Securities. In the event the Corporation shall at any time or from time to time, issue options, warrants or rights to subscribe for shares of Common Stock (other than any options or warrants for shares of Common Stock granted to officers, directors, employees, consultants, advisors or agents of the Corporation pursuant to either (a) the Corporation's 1991 Stock Option Plan at an exercise price equal to at least 80% of the then current fair market value of the Common Stock, or (b) the Corporation's 1992 Stock Option Plan for Non-Employee Directors at exercise prices equal to the then current fair market value of the Common Stock (the "Excluded Options")), or issue any securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for Excluded Shares)Stock, for a purchase price consideration per share (determined by dividing the Net Aggregate Consideration (as determined below) by the aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible or exchangeable securities were exercised exercised, converted or converted exchanged to the fullest extent permitted by their terms) less than the applicable Conversion Price in effect immediately prior to the issuance of such options, warrants or warrants, rights or other convertible or exchangeable securities, the applicable Conversion Price in effect immediately prior to the issuance of such options, warrants, rights or convertible or exchangeable securities shall forthwith be reduced to an amount determined by multiplying the applicable such Conversion Price by a fraction: (iA) the numerator of which shall be (Xi) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible or exchangeable securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion conversion, exercise or exercise exchange of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securitiessecurities (including the Convertible Debentures)), plus (Yii) the number of shares of Common Stock which the total amount of consideration received by the Corporation for the issuance of such options, warrants, rights or convertible or exchangeable securities plus the minimum amount set forth in the terms of such security as payable to the Corporation upon the exercise exercise, conversion or conversion exchange thereof (the “"Net Aggregate Consideration”") would purchase at the applicable Conversion Price prior to adjustment; , and (iiB) the denominator of which shall be (Xi) the number of shares of Common Stock of all classes outstanding immediately prior to the issuance of such options, warrants, rights or other convertible or exchangeable securities (excluding treasury shares but including all shares of Common Stock issuable upon conversion conversion, exercise or exercise exchange of any outstanding shares of Preferred Stock or Series 1 Stock, options, warrants, rights or other convertible securitiesor exchangeable securities (including the Convertible Debentures)), plus (Yii) the maximum aggregate number of shares of Common Stock that would be issued if all such options, warrants, rights or other convertible or exchangeable securities were exercised exercised, converted or convertedexchanged.