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 3: (i) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.c or 3.d hereof, such Additional Shares shall be deemed to be outstanding, (ii) treasury shares shall not be deemed to be outstanding, (iii) no adjustment shall be made in the Warrant Price upon the issuance of Common Stock, Options and Convertible Securities to employees, directors of and consultants to the Company pursuant to the Company's 1997 Incentive Plan (under which a total of 1,200,000 shares of Common Stock have been reserved for issuance) in respect of services rendered to the Company by such persons 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 outstanding on the date hereof, including without limitation the Warrants, but this Section 3.h 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 3.c hereof.

Shares Deemed Outstanding. For all purposes of the computations to be made pursuant to this Section 3: 2, (i) there shall be deemed to be outstanding all shares of Common Stock issuable pursuant to the exercise of Options and conversion of Convertible Securities outstanding upon the Closing (including without limitation this Warrant, or any Options or Convertible Securities outstanding after the Closing and referred to in Section 2.6), but only to the extent that the exercise price of such Options or the conversion price of such Convertible Securities is less than or equal to the Market Price then in effect, (ii) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.c 2.3 or 3.d 2.4 hereof, such Additional Shares shall be deemed to be outstandingoutstanding if the result of such deemed issuance was a reduction in the Warrant Price then in effect (provided that if such reduction is subsequently reversed pursuant to Section 2.3(b) or (c), such Additional Shares of Common Stock shall thereafter no longer be deemed to be outstanding under this clause (ii)), (iiiii) treasury shares shall not be deemed to be outstanding, (iii) no adjustment shall be made in the Warrant Price upon the issuance of Common Stock, Options and Convertible Securities to employees, directors of and consultants to the Company pursuant to the Company's 1997 Incentive Plan (under which a total of 1,200,000 shares of Common Stock have been reserved for issuance) in respect of services rendered to the Company by such persons 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 outstanding on the date hereof, including without limitation the Warrantsso deemed to be outstanding, but this Section 3.h 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 3.c hereof.this