Common use of Shares Deemed Outstanding Clause in Contracts

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock (a) issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding at the close of business on April 1, 1998, including, without limitation, this Warrant, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; (iii) treasury shares shall not be deemed to be outstanding; and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing (including without limitation the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Preferred Stock (a) issuable pursuant to the exercise of Options outstanding on June 11, 2003 and the conversion of Convertible Securities outstanding at on June 11, 2003, including without limitation the close of business on April 1Preferred Warrants, 1998, including, without limitation, this Warrant, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any Additional Shares of Common Preferred Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Preferred Stock pursuant to the exercise of Options and Convertible Securities or the conversion of the Preferred Warrants so deemed to be outstanding, but this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Preferred Stock, Options or Convertible Securities all shares of Common Preferred Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including without limitation the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Preferred Stock so issuable, either by virtue of such issuance of shares of Common Preferred Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: 10, (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock (a) issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding at on the close of business on April 1date hereof, 1998including without limitation this Note, including, without limitation, this Warrant, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Conversion Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but this Section 2.8 Subparagraph (h) shall not prevent other adjustments in the Warrant Conversion Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 Subparagraph (c) hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Conversion Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including without limitation the Warrantsthis Note) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as (A) a total of the date hereof all 132,482 shares of Common Stock (a) issuable pursuant to the exercise of Options authorized under the Company’s 2002 Stock Option Plan and the Company’s 2003 Stock Option Plan each as in effect on June 11, 2003, (B) all shares of Common Stock and Class A Preferred Stock issuable upon the exercise or conversion of Convertible Securities the Common Warrants and the Preferred Warrants outstanding at the close on June 11, 2003 (and all shares of business Common Stock issuable upon conversion of such Class A Preferred Stock), (C) all shares of Class A Preferred Stock outstanding on April 1June 11, 19982003 (and all shares of Common Stock issuable upon conversion of such Class A Preferred Stock and (D) 2,188,932.76 shares of Common Stock outstanding as of June 11, 2003 including, without limitation, this Warrantcommon stock subject to restricted stock agreements dated prior to June 11, 2003 (collectively (A), (B), (C) and (bD) issuable pursuant to being the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; “Outstanding Shares”), (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Stock pursuant to the exercise of Options and Convertible Securities so deemed to be outstandingauthorized or the conversion of the shares of Class A Preferred Stock so outstanding (including, without limitation, Class A Preferred Stock received upon exercise or conversion of the Preferred Warrants), but this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including without limitation the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock (a) issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding at on January 27, 1997 excluding the close of business on April 1$6.00 Convertible Preferred Stock, 1998Series C and including without limitation the Warrants, including, without limitation, this Warrant, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including without limitation the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock (a) issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding at the close of business on April 1November 30, 19982001, including, without limitation, this Warrantthe Warrants, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any all Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including including, without limitation limitation, the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock (a) issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding at the close of business on April 1December 15, 19982000, including, without limitation, this Warrantthe Warrants, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any all Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) no adjustment shall be made in the Warrant Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but this Section 2.8 2.9 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that, for purposes of calculating adjustments to the Warrant Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing outstanding (including including, without limitation limitation, the Warrants) after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 2: , (i) there shall be deemed to be outstanding as of the date hereof all shares of Common Stock issuable (aA) issuable pursuant to the exercise of Options outstanding as of the date of this Warrant granted to employees, directors, consultants and other persons under any Company stock option, bonus or other incentive plan and any Options issued after the date of this Warrant to any such persons under such plans provided that with respect to Options issued after the date of this Warrant (x) the exercise price of such Options shall equal or exceed the Market Price of the Company's Common Stock on the date of issuance and (y) such Options shall not be exercisable in the aggregate for more than 1,000,000 shares, (B) pursuant to the exercise of any other Options and conversion of Convertible Securities outstanding at on the close date of business on April 1this Warrant which have an exercise or conversion price equal to or greater than the Initial Warrant A Price, 1998including without limitation the Warrants, includingthe Public Securities (as defined in the Purchase Agreement) and Warrants issued as of March 3, without limitation1997 to certain lenders for an aggregate of 775,000 shares of Common Stock, this Warrant, and (b) issuable pursuant to the exercise of any options heretofore or hereafter granted under the Company's Stock Option Plans; (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4 hereof, such Additional Shares shall be deemed to be outstanding; , (iii) treasury shares shall not be deemed to be outstanding; outstanding and (iv) notwithstanding anything to the contrary contained in this Section 2, no adjustment shall be made in the Warrant A Price upon the issuance of shares of Common Stock pursuant to Options and Convertible Securities so deemed to be outstanding, but outstanding pursuant to clause (i) hereof. Except with respect to those securities deemed outstanding pursuant to clause (i) of this Section 2.8 shall not prevent other adjustments in the Warrant Price arising by virtue of such outstanding Options or Convertible Securities pursuant to the provisions of Section 2.3 hereof; provided, however, that2.7, for purposes of calculating adjustments to the Warrant A Price, there shall be deemed to be outstanding immediately after giving effect to any issuance of shares of Common Stock, Options or Convertible Securities Securities, all shares of Common Stock issuable upon the exercise of Options and conversion of Convertible Securities then out standing (outstanding, including without limitation the Warrants) , after giving effect to the antidilution provisions contained in all such outstanding Options and Convertible Securities which cause an adjustment in the number of shares of Common Stock so issuable, either by virtue of such issuance of shares of Common Stock, Options or Convertible Securities or by virtue of the operation of such antidilution provisions.