Common use of Share Issuances Clause in Contracts

Share Issuances. Subject to the provisions of this Section 3.6, if the Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash consideration) for a consideration per share (the "OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the issuance of any security of the Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.6, if the Company Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), Parent; (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company Parent in connection with acquisitions [of wholly-owned Subsidiaries Subsidiaries] in which neither the Company Parent nor any of its Subsidiaries receives any cash consideration) for a consideration per share (the "OFFER PRICEOffer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the issuance of any security of the Company Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), Borrower; or (iv) pursuant shares of Common Stock not to warrants issued exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to key employees the one year anniversary of the Company as part issuance thereof , (y) such shares are issued at a price per share no lees than 100% of incentive programs the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (vz) warrants or options such shares are issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationacquisitions, joint ventures and other business development initiatives) for a consideration per share (the "OFFER PRICEOffer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer PricePrice at the time of issuance of such securities. For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.63.5, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationBorrower) for a consideration per share (the "OFFER PRICE"“Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Pricethe formula below. For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

Share Issuances. Subject to the provisions of this Section 3.6, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except otherwise than (i) pursuant to Sections 3.6(a) Subsections A or (b) aboveB above or this subsection C; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash consideration) Borrower for a consideration per share (the "OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price; or (iv) pursuant to any agreement entered into by the Company or any of its subsidiaries for the acquisition of another business (whether by stock purchase or asset purchase, merger or otherwise; or (v) for services rendered by consultants; ((i), (ii), (iii) (iv) and (v) above, are hereinafter referred to as the "EXCLUDED ISSUANCES")). For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance conversion, exercise or exchange of such securities.

Share Issuances. Subject to the provisions of this Section 3.63.4, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower), ; or (iv) pursuant to shares and/or options or warrants issued to key employees purchase shares granted in connection with the acquisition of another company (provided all assets acquired in such acquisition are delivered at the closing of such acquisition as collateral securing the obligations of the Company as part of incentive programs under the note and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationRelated Documents)) for a consideration per share (the "OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Pricethe formula below. For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note .

Share Issuances. Subject to the provisions of this Section 3.6, if the Company Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationParent) for a consideration per share (the "OFFER PRICE"“Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Pricethe formula below. For purposes hereof, the issuance of any security of the Company Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.6, if the Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option bonus plan adopted by the Company), ) or (iv) pursuant to warrants issued to key employees an acquisition of the Company as part of incentive programs and a company (vincluding stock or assets) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash consideration) for a consideration per share (the "OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Pricethe formula below. For purposes hereof, the issuance of any security of the Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be

Share Issuances. Subject to the provisions of this Section 3.62.4, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), Borrower; or (iv) pursuant shares of Common Stock not to warrants issued exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to key employees the one year anniversary of the Company as part issuance thereof , (y) such shares are issued at a price per share no lees than 100% of incentive programs the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (vz) warrants or options such shares are issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationacquisitions, joint ventures and other business development initiatives) for a consideration per share (the "OFFER PRICEOffer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.62.5, if the Company Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), Borrower; or (iv) pursuant shares of Common Stock not to warrants issued exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to key employees the one year anniversary of the Company as part issuance thereof , (y) such shares are issued at a price per share no less than 100% of incentive programs the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (vz) warrants or options such shares are issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash considerationacquisitions, joint ventures and other business development initiatives) for a consideration per share (the "OFFER PRICEOffer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the issuance of any security of the Company Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.

Share Issuances. Subject to the provisions of this Section 3.6, if the Company shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person other than the Holder or its permitted assigns (except (i) pursuant to Sections 3.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company), (iv) pursuant to warrants issued to key employees of the Company as part of incentive programs and (v) warrants or options issued by the Company in connection with acquisitions of wholly-owned Subsidiaries in which neither the Company nor any of its Subsidiaries receives any cash consideration) for a consideration per share (the "OFFER PRICEOffer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price. For purposes hereof, the issuance of any security of the Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities.