Common use of Superseding Adjustment Clause in Contracts

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f)), if any of the foregoing shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))ARTICLE IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of ARTICLE IV as if (i) the only shares of Common Stock Warrant Shares issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common StockWarrant Shares, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock Warrant Shares actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(aany other provision of this ARTICLE IV) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion warrants, conversion, or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))ARTICLE IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of this ARTICLE IV as if (ia) the only shares of Common Stock Warrant Shares issuable upon exercise of such rights, options, warrants, conversion conversion, or exchange privileges were the shares of Common StockWarrant Shares, if any, actually issued upon the exercise of such rights, options, warrants warrants, or conversion or exchange privileges privileges, and (iib) shares of Common Stock Warrant Shares actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale sale, or grant of all such rights, options, warrants or conversion warrants, conversion, or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inverselyexercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(aany other provision of this ARTICLE IV) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale sale, or grant of such rights, options, warrants or conversion warrants, conversion, or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))6, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Section 6 as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a6A) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant Warrant, or increasing the Exercise Price Price, by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f)), if any of the foregoing shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants warrants, or conversion or exchange privileges which that resulted in any adjustments adjustment pursuant to this Section 3 (other than Section 3(f))4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each this Warrant shall be readjusted as if (ia) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants warrants, or conversion or exchange privileges and (iib) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale sale, or grant of all such rights, options, warrants warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.2) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of each this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments adjustment to the such number of Warrant Shares purchasable and or to the Exercise Price initially made in respect of the issuance, sale sale, or grant of such rights, options, warrants warrants, or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; providedPROVIDED, howeverHOWEVER, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.5) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)Section 4.1) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, ---------------------- options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except -------- ------- by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)Section 4.1) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section Article 3 (other than Section 3(f)3.6), if any of the foregoing shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Class A Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Class A Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Class A Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.7) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants warrants, or conversion or exchange privileges which that resulted in any adjustments adjustment pursuant to this Section 3 (other than Section 3(f))Article 5, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, or conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants warrants, or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale sale, or grant of all such rights, options, warrants warrants, or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.01) have the effect of either decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments adjustment to the such number of Warrant Shares purchasable and or to the Exercise Price initially made in respect of the issuance, sale sale, or grant of such rights, options, warrants warrants, or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (ia) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iib) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; providedPROVIDED, howeverHOWEVER, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)Section 4.1) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant Warrant, or increasing the Exercise Price Price, by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any ---------------------- rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing Warrants shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of this Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company Careside upon such exercise plus the aggregate consideration, if any, actually received by the Company Careside for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by -------- ------ reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; providedPROVIDED, howeverHOWEVER, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration expiration, termination or cancellation of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.5) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))5, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of this Section 5 as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges privileges, and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised exercised, and the Exercise Price shall be readjusted inversely; provided. Notwithstanding the foregoing, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.01) have the effect of decreasing the number of Warrant Shares purchasable Purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 5, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable shares of Common Stock with respect to a which Contingent Value shall be payable upon the exercise of each Warrant CVR shall be readjusted as if (ia) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iib) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inverselyexercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.1) have the effect of decreasing the number of Warrant Shares purchasable shares of Common Stock with respect to a which Contingent Value shall be payable upon the exercise of each Warrant or increasing the Exercise Price CVR by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant the Warrants shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant the Warrants or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares shares of Common Stock purchasable upon the exercise of each this Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.6) have the effect of decreasing the number of Warrant Shares shares of Common Stock purchasable upon the exercise of each this Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares shares of Common Stock purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.1) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.6) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company CyberShop upon such exercise plus the aggregate consideration, if any, actually received by the Company CyberShop for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 5, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Series B Preferred Stock or Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Series B Preferred Stock or Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Series B Preferred Stock or Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any ---------------------- rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except -------- ------- by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.1) have the effect of decreasing the number number, or aggregate percentage, of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each 32 28 Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant and the Exercise Price shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inverselyexercised; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any ---------------------- rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article IV as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.each

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; providedPROVIDED, howeverHOWEVER, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.6) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Section 4 as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 5, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5 .1) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, ---------------------- options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 5, if any of the foregoing thereof shall not have been --------- exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except -------- ------- by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.01) have the effect of ------------ decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any ----------------------- rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article V, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (iA) the only Debt Securities, or shares of Preferred Stock or Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the Debt Securities, or shares of Preferred Stock or Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) Debt Securities, or shares of Preferred Stock or Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such -------- ------- readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)5.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock Ordinary Shares issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common StockOrdinary Shares, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock Ordinary Shares actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually 24 20 received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company GTL upon such exercise plus the aggregate consideration, if any, actually received by the Company GTL for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of this Article IV as if (ia) only the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iib) shares of Common Stock actually issued, if any, were issuable issued for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a4.01) or, if applicable, Section 3(g)) shall have the effect of decreasing the number of Warrant Shares purchasable issuable upon the exercise of each Warrant Warrant, or increasing the Exercise Price Price, by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, ---------------------- options, warrants or conversion or exchange privileges which resulted in any adjustments pursuant to this Section 3 (other than Section 3(f))Article 4, if any of the foregoing Warrants shall not have been exercised, the number of Warrant Shares purchasable issuable upon the exercise of each Warrant shall be readjusted pursuant to the applicable section of this Article 4 as if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company Careside upon such exercise plus the aggregate consideration, if any, actually received by the Company Careside for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, -------- however, that no such readjustment shall (except by reason of an intervening ------- adjustment under Section 3(a) or, if applicable, Section 3(g)Section 4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing increase the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article IV, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if if (iA) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (iiB) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; providedPROVIDED, howeverHOWEVER, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) or, if applicable, Section 3(g)4.01) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.

Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges which resulted in any the adjustments pursuant to this Section 3 (other than Section 3(f))Article 3, if any of the foregoing thereof shall not have been exercised, the number of Warrant Shares purchasable upon the exercise of each Warrant shall be readjusted as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall (except by reason of an intervening adjustment under Section 3(a) 3.1 or, if applicable, Section 3(g)3.6) have the effect of decreasing the number of Warrant Shares purchasable upon the exercise of each Warrant or increasing the Exercise Price by an amount in excess of the amount of the adjustments to the number of Warrant Shares purchasable and the Exercise Price initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges.