Common use of Superseding Adjustment of Stock Unit Clause in Contracts

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 on the basis of the issuance of warrants, options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, (1) such warrants, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D Sections 4.5 or E of this Section 4 4.6 hereof on the basis of the issuance of warrants, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Section 4.7, (1a) such warrants, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options warrants or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or exercised and (2b) the consideration per share share, for which Additional Shares shares of Common Stock are issuable pursuant to such warrants, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment in the Warrants shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, rights or options or rights or other Convertible Securities on the basis of: (3) of treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) and treating any such warrants, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock are issuable under such warrants, options warrants or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 Article IV on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares comprising a Stock Unit or of Common Stock comprising the purchase price for a Stock Unit shall have been made pursuant to the foregoing Subsection SUBSECTION D or E of this Section 4 on the basis of the issuance of warrants, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares comprising a Stock Unit or of Common Stock comprising the purchase price for a Stock Unit shall have been made pursuant to this Subsection, (1) , such warrants, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options warrants or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Nonpreferred Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, rights or options or rights or other Convertible Securities on the basis of: (31) treating the number of Additional Shares of Common Nonpreferred Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable thereforexercise, and (42) treating any such warrants, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or the last date of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securitiesexercise, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares comprising a Stock Unit or of Common Stock comprising the purchase price for a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any ------------------------------------ adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 5.1(d) on the basis of the issuance of warrants, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment adjustments of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this SubsectionSubsection 5.1(e), (1i) such warrants, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options warrants or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, orand/or (2ii) the consideration per share share, for which Additional Shares shares of Common Preferred Stock are issuable pursuant to such warrants, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventany reason, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Preferred Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, rights or options or rights or other Convertible Securities on the basis of: (3x) treating the number of Additional Shares of Common Preferred Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Warrant Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 8(d) on the basis of the issuance of warrants, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment adjustments of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Subsection 8(e), (1i) such warrants, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options warrants or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or and/or (2ii) the consideration per share share, for which Additional Shares shares of Common Stock are issuable pursuant to such warrants, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventany reason, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, rights or options or rights or other Convertible Securities on the basis of: of (3x) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment exercise and for the consideration actually received and receivable therefor, and and (4y) treating any such warrants, options warrants or rights or any such other Convertible Securities which that then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock are issuable under such warrants, options warrants or rights or other Convertible Securities, ; and, if and to the extent called for by the foregoing provisions of this Section 4 8 on the basis aforesaid, a new adjustment of the number of shares of Common Warrant Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D Section 6.03 or E of this Section 4 on the basis 6.04 hereof as a result of the issuance of warrants, options Options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been Warrant Agreement ----------------- made pursuant to this Subsection, Section 6.05, (1a) such warrants, options or rights Options or the right of conversion conversion, exchange or exchange in exercise of such other Convertible Securities shall expire, and all or a portion or all of such warrants, options or rights, Options or the right of conversion conversion, exchange or exchange in exercise with respect of to all or a portion of such other Convertible Securities, as the case may be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Company in connection with any settlement (including, or without limitation, any cash settlement) of such Options or the rights of conversion, or exchange or exercise of such convertible Securities, or (2b) there has been any change (whether by the passage of time or otherwise) in the number of shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share share, for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights Options or the terms of such other any Convertible Securities, or the maturity of any such Convertible Security, shall be increased solely changed (whether by virtue the passage of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date time or the happening of a specified event, otherwise) then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options Options or rights or other Convertible Securities on the basis of: (3i) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable sold pursuant to the previous exercise of such warrants, options or rights Options or such right of conversion or exchange, as having been issued or sold on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and; (4ii) treating any such warrants, options the maximum number of Additional Shares of Common Stock (A) issuable pursuant to all Options which then remain outstanding and (B) necessary to effect the conversion or rights or any such other exchange of all Convertible Securities which then remain outstanding outstanding, as having been granted or issued immediately after (subject, however, to further adjustment under this Section 6.05); and (iii) making the time computations called for in Section 6.04 hereof on the basis of the revised terms of such expiration or of such increase Convertible Securities as if the securities being subject to recomputation were newly issued as of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, relevant recomputation date and, if and to the extent called for by the foregoing provisions of this Section 4 6 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which and such new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D Section 4.3 or E of this Section 4 on the basis 4.4 as a result of the issuance of warrants, options Options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Section 4.5, (1a) such warrants, options or rights Options or the right of conversion conversion, exchange or exchange in exercise of such other Convertible Securities shall expire, and all or a portion or all of such warrants, options or rights, Options or the right of conversion conversion, exchange or exchange in exercise with respect of to all or a portion of such other Convertible Securities, as the case may be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Issuer in connection with any settlement including, or without limitation, any cash settlement, of such Options or the rights of conversion, or exchange or exercise of such Convertible Securities, or (2b) there has been any change in the number of shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share share, for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights Options or the terms of such other any Convertible Securities, or the maturity of any such Convertible Security, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventchanged, then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options Options or rights or other Convertible Securities on the basis of: (3) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, In case at any time after any adjustment of the number of shares of New Common Stock comprising constituting a Stock Unit shall have been made pursuant to the foregoing Subsection D Sections 5.1.6, 5.1.7 or E of this Section 4 5.1.8 on the basis of the issuance or sale of warrants, options warrants or other rights or the issuance or sale of other Convertible Securities, Securities or after any new adjustment adjustments of the number of shares of New Common Stock comprising constituting a Stock Unit shall have been made pursuant to this SubsectionSection 5.1.9, (1i) such warrantswarrants or rights, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and all or a portion or all of such warrants, options warrants or rights, rights or the right of conversion or exchange in respect of for all or a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2ii) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrantswarrants or rights, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, then, and in each such case, such previous adjustment shall be rescinded and annulled as to any then outstanding Warrants and the Additional Shares of Common Stock which that were deemed for purposes of the computations set forth in Sections 5.1.6, 5.1.7 or 5.1.8 , as the case may be, to have been issued or sold by virtue of the computation made in connection with the such adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationor sold. Thereupon, a recomputation shall be made of the effect of the issuance or sale of such warrants, options warrants or rights or other Convertible Securities on the basis of:, (3y) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable issuable, sold or saleable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued or sold on the date or dates of such issuance as determined for purposes of such previous adjustment exercise and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 on the basis SECTION 8.03 hereof as a result of the issuance of warrants, options or other rights or the issuance of other any Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, SECTION 8.04, (1a) such warrants, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion all or all of such warrants, options or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, Securities shall not have been exercisedexercised or treated as having been exercised or otherwise cancelled or acquired by the Company in connection with any settlement (including, or without limitation, any cash settlement) of such Convertible Securities, or (2b) there has been any change (whether by the passage of time or otherwise) in the number of shares issuable upon exercise, conversion or exchange of such Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other any Convertible Securities, or the maturity thereof, shall be increased solely changed (whether by virtue the passage of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date time or the happening of a specified eventotherwise), then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3i) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of such warrants, options or rights or such right of conversion or exchange, Convertible Securities as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and; (4ii) treating the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto as may have been changed pursuant to the terms thereof through the date of the recomputation required by this Section 8.04, but without regard to any provision contained therein for a subsequent amendment of such warrantsnumber) necessary to effect the exercise, options conversion or rights or any such other exchange of all Convertible Securities which then remain outstanding outstanding, as having been granted or issued immediately after (subject, however, to further adjustment under this SECTION 8.04); and (iii) making the time computations called for in SECTION 8.03 hereof on the basis of the revised terms of such expiration Convertible Securities as if the options, rights or of such increase securities being subject to recomputation were newly issued as of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, relevant recomputation date and, if and to the extent called for by the foregoing provisions of this Section 4 SECTION 8 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which and such new adjustment shall supersede the previous adjustment so rescinded and annulled. No readjustment of the number of shares of Common Stock comprising a Stock Unit pursuant to this SECTION 8.04 shall increase or decrease the applicable number of shares by an amount in excess of the adjustment originally made to the number of shares of Common Stock comprising a Stock Unit in respect of the issue, sale or grant of the applicable Convertible Securities.

Superseding Adjustment of Stock Unit. If, In case at any time after ------------------------------------ any adjustment of the number of shares of New Common Stock comprising constituting a Stock Unit shall have been made pursuant to the foregoing Subsection D Sections 5.1.6, 5.1.7 or E of this Section 4 5.1.8 on the basis of the issuance or sale of warrants, options warrants or other rights or the issuance or sale of other Convertible Securities, Securities or after any new adjustment adjustments of the number of shares of New Common Stock comprising constituting a Stock Unit shall have been made pursuant to this SubsectionSection 5.1.9, (1i) such warrantswarrants or rights, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and all or a portion or all of such warrants, options warrants or rights, rights or the right of conversion or exchange in respect of for all or a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2ii) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrantswarrants or rights, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, then, and in each such case, such previous adjustment shall be rescinded and annulled as to any then outstanding Warrants and the Additional Shares of Common Stock which that were deemed for purposes of the computations set forth in Sections 5.1.6, 5.1.7 or 5.1.8 , as the case may be, to have been issued or sold by virtue of the computation made in connection with the such adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computationor sold. Thereupon, a recomputation shall be made of the effect of the issuance or sale of such warrants, options warrants or rights or other Convertible Securities on the basis of:, (3iii) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable issuable, sold or saleable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued or sold on the date or dates of such issuance as determined for purposes of such previous adjustment exercise and for the consideration actually received and receivable therefor, and (4iv) treating any such warrants, options warrants or rights or any such other Convertible Securities which that then remain outstanding as having been granted issued or issued sold immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock are issuable under such warrants, options warrants or rights or other such Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, ; whereupon a new adjustment of the number of shares of Common Stock comprising constituting a Stock Unit shall be mademade for any then outstanding Warrants pursuant to Sections 5.1.6, 5.1.7 or 5.1.8, as the case may be, which such new adjustment shall supersede the previous adjustment so rescinded and annulledas to any then outstanding Warrants.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D Sections 4.5 or E of this Section 4 4.6 hereof on the basis of the issuance of warrants, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Section 4.7, (1a) such warrants, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options warrants or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or exercised and (2b) the consideration per share share, for which Additional Shares shares of Common Stock are issuable pursuant to such warrants, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which that were deemed to have been issued by virtue of the computation made in connection with the such previous adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, rights or options or rights or other Convertible Securities on the basis of: (3) of treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) and treating any such warrants, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock are issuable under such warrants, options warrants or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 Article IV on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulledadjustment.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D Section 6.03 or E of this Section 4 on the basis 6.04 hereof as a result of the issuance of warrants, options Options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Section 6.05, (1a) such warrants, options or rights Options or the right of conversion conversion, exchange or exchange in exercise of such other Convertible Securities shall expire, and all or a portion or all of such warrants, options or rights, Options or the right of conversion conversion, exchange or exchange in exercise with respect of to all or a portion of such other Convertible Securities, as Warrant Agreement the case may be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Issuer in connection with any settlement (including, or without limitation, any cash settlement) of such Options or the rights of conversion, or exchange or exercise of such convertible Securities, or (2b) there has been any change (whether by the passage of time or otherwise) in the number of shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share share, for which shares of Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights Options or the terms of such other any Convertible Securities, or the maturity of any such Convertible Security, shall be increased solely changed (whether by virtue the passage of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date time or the happening of a specified event, otherwise) then such previous adjustment shall be rescinded and annulled and the shares of Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options Options or rights or other Convertible Securities on the basis of: (3i) treating the number of shares of Additional Shares of Common Stock, if any, theretofore actually issued or issuable sold pursuant to the previous exercise of such warrants, options or rights Options or such right of conversion or exchange, as having been issued or sold on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and; (4ii) treating any such warrants, options the maximum number of shares of Additional Common Stock (A) issuable pursuant to all Options which then remain outstanding and (B) necessary to effect the conversion or rights or any such other exchange of all Convertible Securities which then remain outstanding outstanding, as having been granted or issued immediately after (subject, however, to further adjustment under this Section 6.05); and (iii) making the time computations called for in Section 6.04 hereof on the basis of the revised terms of such expiration or of such increase Convertible Warrant Agreement Securities as if the securities being subject to recomputation were newly issued as of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, relevant recomputation date and, if and to the extent called for by the foregoing provisions of this Section 4 6 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which and such new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 hereunder on the basis of the issuance of warrantsoptions, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this SubsectionSECTION 4.04, (1) such warrantsoptions, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrantsoptions, options warrants or rights, or the right of conversion conversion, exercise or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share share, for which shares of Additional Shares of Common Stock are issuable pursuant to such warrantsoptions, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventincreased, such previous adjustment shall be rescinded and annulled and the shares of Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of shares of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrantsoptions, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrantsoptions, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock as are issuable under such warrantsoptions, options warrants or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section SECTION 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after ------------------------------------ any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 on the basis of the issuance of warrants, options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, (1) such warrants, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 on the basis 8.03 hereof as a result of the issuance of warrants, options or other rights or the issuance of other any Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, Section 8.04, (1a) such warrants, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion all or all of such warrants, options or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, Securities shall not have been exercisedexercised or treated as having been exercised or otherwise cancelled or acquired by the Company in connection with any settlement (including, or without limitation, any cash settlement) of such Convertible Securities, or (2b) there has been any change (whether by the passage of time or otherwise) in the number of shares issuable upon exercise, conversion or exchange of such Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other 27 -23- any Convertible Securities, or the maturity thereof, shall be increased solely changed (whether by virtue the passage of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date time or the happening of a specified eventotherwise), then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3i) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise exercise, conversion or exchange of such warrants, options or rights or such right of conversion or exchange, Convertible Securities as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and; (4ii) treating any such warrantsthe maximum number of Additional Shares of Common Stock necessary to effect the exercise, options conversion or rights or any such other exchange of all Convertible Securities which then remain outstanding outstanding, as having been granted or issued immediately after (subject, however, to further adjustment under this Section 8.04); and (iii) making the time computations called for in Section 8.03 hereof on the basis of the revised terms of such expiration Convertible Securities as if the options, rights or of such increase securities being subject to recomputation were newly issued as of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, relevant recomputation date and, if and to the extent called for by the foregoing provisions of this Section 4 8 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which and such new adjustment shall supersede the previous adjustment so rescinded and annulled. No readjustment of the number of shares of Common Stock comprising a Stock Unit pursuant to this Section 8.04 shall increase the applicable number of shares by an amount in excess of the adjustment originally made to the number of shares of Common Stock comprising a Stock Unit in respect of the issue, sale or grant of the applicable Convertible Securities.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 hereunder on the basis of the issuance of warrantsoptions, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this SubsectionSECTION 4.04, (1) such warrantsoptions, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrantsoptions, options warrants or rights, or the right of conversion conversion, exercise or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share share, for which shares of Additional Shares of Common Stock are issuable pursuant to such warrantsoptions, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventincreased, such previous adjustment shall be rescinded and annulled and the shares of Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of shares of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrantsoptions, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrantsoptions, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock as are issuable under such warrantsoptions, options or rights warrants orrights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section SECTION 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 on the basis of the issuance of warrants, options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, (1) such warrants, options or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrants, options or rights, or the right of conversion or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified event, such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrants, options or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrants, options or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.per

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D SECTION 6.03 or E of this Section 4 on the basis 6.04 hereof as a result of the issuance of warrants, options Options or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection, SECTION 6.05, (1a) such warrants, options or rights Options or the right of conversion conversion, exchange or exchange in exercise of such other Convertible Securities shall expire, and all or a portion or all of such warrants, options or rights, Options or the right of conversion conversion, exchange or exchange in exercise with respect of to all or a portion of such other Convertible Securities, as the case may be, shall not have been exercisedexercised or treated as having been exercised or otherwise canceled or acquired by the Company in connection with any settlement (including, or without limitation, any cash settlement) of such Options or the rights of conversion, or exchange or exercise of such convertible Securities, or (2b) there has been any change (whether by the passage of time or otherwise) in the number of shares issuable upon exercise, conversion or exchange of such Options or Convertible Securities (including as a result of the operation of antidilution provisions applicable thereto), or (c) the consideration per share share, for which Additional Shares of Common Stock are issuable pursuant to such warrants, options or rights Options or the terms of such other any Convertible Securities, or the maturity of any such Convertible Security, shall be increased solely changed (whether by virtue the passage of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date time or the happening of a specified event, otherwise) then such previous adjustment shall be rescinded and annulled and the Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options Options or rights or other Convertible Securities on the basis of: (3i) treating the number of Additional Shares of Common Stock, if any, theretofore actually issued or issuable sold WARRANT AGREEMENT pursuant to the previous exercise of such warrants, options or rights Options or such right of conversion or exchange, as having been issued or sold on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and; (4ii) treating any such warrants, options the maximum number of Additional Shares of Common Stock (A) issuable pursuant to all Options which then remain outstanding and (B) necessary to effect the conversion or rights or any such other exchange of all Convertible Securities which then remain outstanding outstanding, as having been granted or issued immediately after (subject, however, to further adjustment under this Section 6.05); and (iii) making the time computations called for in SECTION 6.04 hereof on the basis of the revised terms of such expiration or of such increase Convertible Securities as if the securities being subject to recomputation were newly issued as of the consideration per share for which such Additional Shares of Common Stock are issuable under such warrants, options or rights or other Convertible Securities, relevant recomputation date and, if and to the extent called for by the foregoing provisions of this Section 4 SECTION 6 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which and such new adjustment shall supersede the previous adjustment so rescinded and annulled.

Superseding Adjustment of Stock Unit. If, at any time after any adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to the foregoing Subsection D or E of this Section 4 hereunder on the basis of the issuance of warrantsoptions, options warrants or other rights or the issuance of other Convertible Securities, or after any new adjustment of the number of shares of Common Stock comprising a Stock Unit shall have been made pursuant to this Subsection,SECTION 4.04; (1) such warrantsoptions, options warrants or rights or the right of conversion or exchange in such other Convertible Securities shall expire, and a portion or all of such warrantsoptions, options warrants or rights, or the right of conversion conversion, exercise or exchange in respect of a portion of such other Convertible Securities, as the case may be, shall not have been exercised, or (2) the consideration per share share, for which shares of Additional Shares of Common Stock are issuable pursuant to such warrantsoptions, options warrants or rights or the terms of such other Convertible Securities, shall be increased solely by virtue of provisions therein contained for an automatic increase in such consideration per share upon the arrival of a specified date or the happening of a specified eventincreased, such previous adjustment shall be rescinded and annulled and the shares of Additional Shares of Common Stock which were deemed to have been issued by virtue of the computation made in connection with the adjustment so rescinded and annulled shall no longer be deemed to have been issued by virtue of such computation. Thereupon, a recomputation shall be made of the effect of such warrants, options or rights or other Convertible Securities on the basis of: (3) treating the number of shares of Additional Shares of Common Stock, if any, theretofore actually issued or issuable pursuant to the previous exercise of such warrantsoptions, options warrants or rights or such right of conversion or exchange, as having been issued on the date or dates of such issuance as determined for purposes of such previous adjustment and for the consideration actually received and receivable therefor, and (4) treating any such warrantsoptions, options warrants or rights or any such other Convertible Securities which then remain outstanding as having been granted or issued immediately after the time of such expiration or of such increase of the consideration per share for which such Additional Shares shares of Common Stock as are issuable under such warrantsoptions, options warrants or rights or other Convertible Securities, and, if and to the extent called for by the foregoing provisions of this Section SECTION 4 on the basis aforesaid, a new adjustment of the number of shares of Common Stock comprising a Stock Unit shall be made, which new adjustment shall supersede the previous adjustment so rescinded and annulled.