Certain Issuances of Convertible Securities. The issuance to all holders of Common Stock of rights, options or warrants entitling them to purchase shares of Common Stock for no consideration or for consideration at less than the Market Price ending on the Trading Day immediately preceding the announcement date of the issuance, in which event the Exercise Price will be adjusted based on the following formula: EP1 = EP0 x (OS0 + Y) / (OS0 + X) where, EP0 = the Exercise Price in effect at the Close of Business on the record date EP1 = the Exercise Price in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the Close of Business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the Market Price ending on the Trading Day immediately preceding the announcement date of the issuance of such rights, options or warrants If such rights, options or warrants are not issued, the Exercise Price will remain the same as had a record date for such distribution not been fixed. Additionally, to the extent that Common Stock is not delivered after the expiration of such rights, options or warrants, the Exercise Price will be readjusted to be the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle their holders to subscribe for or purchase shares of Common Stock at less than the Market Price, and in determining the aggregate offering price of such shares, there shall be taken into account, among other things, any consideration received by the Company for such rights, options or warrants and any amount payable on the exercise or conversion thereof, as determined in good faith by the Company’s Board of Directors (which good faith determination shall be conclusive and binding).
Certain Issuances of Convertible Securities. If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving or resulting corporation) issue or sell, any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange shall be less than the Daily Market Price in effect immediately prior to the time of such issuance or sale, then the number of shares of Common Stock for which each Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 6.2 on the basis that the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding and the Company shall have received all of the consideration payable therefor, if any, as of the date of issuance of such Convertible Securities. No adjustment of the number of shares of Common Stock for which each Warrant is exercisable and the Current Warrant Price shall be made under this Section 6.4 upon the issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment previously shall have been made upon the issuance of such warrants or other rights pursuant to Section 6.3. No further adjustments of the number of shares of Common Stock for which each Warrant is exercisable and the Current Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and, if any issuance or sale of such Convertible Securities is made upon exercise of any warrant or other right to subscribe for or to purchase any such Convertible Securities for which adjustments of the number of shares of Common Stock for which each Warrant is exercisable and the Current Warrant Price have been or are to be made pursuant to other provisions of this Article 6, no further adjustments of the number of shares of Common Stock for which each Warrant is exercisable and the Current Warrant Price shall be made by reason of such issuance or sale.
