Common use of Upon Issuance of Common Stock Clause in Contracts

Upon Issuance of Common Stock. If the Company shall, at any time ----------------------------- or from time to time after the Original Issuance Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than shares of Series A Preferred Stock, Series B Preferred Stock or Excluded Stock, without consideration or for consideration per share less than either (x) the Exercise Price or (y) the Fair Value of the Common Stock, in effect immediately prior to the issuance of such Common Stock or securities, then such Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (i) the Exercise Price in effect immediately prior to the issuance of such Common Stock or securities by (ii) a fraction of which (x) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance and (y) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to the date of such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Exercise Price or the Fair Value per share of Common Stock. For purposes of this Section 4, "fully diluted basis" shall be determined in accordance with the treasury method of GAAP.

Upon Issuance of Common Stock. If the Company shall, at any time ----------------------------- or from time to time after the Original Issuance Date, issue any shares of Common Stock, options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, other than shares of Series A Preferred Stock, Series B Preferred Stock or Excluded Stock, without consideration or for consideration per share less than either (x) the Exercise Price or (y) the Fair Value of the Common Stock, in effect immediately prior to the issuance of such Common Stock or securities, then such Exercise Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (i) the Exercise Price in effect immediately prior to the issuance of such Common Stock or securities by (ii) a fraction of which (x) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance and (y) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-fully- diluted basis immediately prior to the date of such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Exercise Price or the Fair Value per share of Common Stock. For purposes of this Section 4, "fully diluted basis" shall be determined in accordance with the treasury method of GAAP.

Upon Issuance of Common Stock. If the Company shall, at any time ----------------------------- or from time to time after the Original Issuance Date, issue any shares of Common StockStock (other than an issuance of Common Stock as a dividend or in a split of or subdivision in respect of which the adjustment provided for in Section 5(e)(iv) applies), options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, securities (other than shares of Series A Preferred Stock, Series B Preferred Excluded Stock or Excluded Stock, (as defined below)) without consideration or for consideration per share less than either (x) the Exercise Conversion Price or (y) the Fair Value of the Common Stock, in effect immediately prior to the issuance of such Common Stock or securitiesissuance, then such Exercise Conversion Price shall forthwith be lowered to a price equal to the price obtained by multiplying: (iA) the Exercise Conversion Price in effect immediately prior to the issuance of such Common Stock Stock, options, rights or securities by (iiB) a fraction of which (x) the denominator shall be the number of shares of Common Stock outstanding on a fully-diluted basis immediately after such issuance and (y) the numerator shall be the sum of (i) the number of shares of Common Stock outstanding on a fully-diluted basis immediately prior to the date of such issuance and (ii) the number of additional shares of Common Stock which the aggregate consideration for the number of shares of Common Stock so offered would purchase at the greater of the Exercise Price or the Fair Value per share of Common StockConversion Price. For purposes of this Section 45(e), "fully diluted basis" shall be determined in accordance with the treasury stock method of computing fully diluted earnings per share in accordance with GAAP.