Common use of Computation of Adjusted Exercise Price Clause in Contracts

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,

Computation of Adjusted Exercise Price. Except as hereinafter provided, in In case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the "Exercise Price in effect Price" on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or salesale plus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of any computation to be made in accordance with this Section 8.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, 6.6 hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereofNovember 30, l995), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to Company's book value per share determined as of the issuance or sale of such shares, Company's most recent audited Balance Sheet or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 6.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 6.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in case the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 5.5 9.7 hereof, the issuance or sale of any (ii) shares of Common Stock resulting from issued upon the exercise or conversion of any options, rights or warrants to subscribe for shares of the Company's securities Common Stock outstanding as of the date hereof or any other securities sold on the date hereof, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities outstanding on the date hereof for shares of Common Stock), including shares held in the Company's treasury, for a consideration per share less than the Exercise Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (Ai) an amount equal to the sum of (Xa) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such the issuance or salesale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus and (Yb) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (Bii) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in In case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 2.7 (g) hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof and 2,250,000 shares of Common Stock issuable upon exercise of options to be granted to members of the Company's management and up to a maximum of 750,000 of shares to be issued as compensation to certain persons), for a consideration per share less than the Exercise Price in effect on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or salesale plus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 2.7 (c) hereof. For the purposes of any computation to be made in accordance with this Section 2.7(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,plus

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances issuance or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,be

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances issuance or sales referred to in Section 5.5 hereof, hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities securities, including without limitation warrants, options, and contract rights, outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1., the following provisions shall be applicable:

Computation of Adjusted Exercise Price. (a) Except as hereinafter provided, in case the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock Shares (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares Shares held in the Company's treasurytreasury and Shares issued upon the exercise of any options, rights or warrants to subscribe for Shares or Shares issued upon the direct or indirect conversion or exchange of securities for Shares, for a consideration per share Share less than the Exercise Market Price in effect immediately prior to the issuance or sale of such sharesthereof, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (Ai) an amount equal to the sum of (XA) the total number of shares of Common Stock Shares outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such the issuance or salesale of such Shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus sale and (YB) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (Bii) the total number of shares of Common Stock Shares outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding Shares, as provided by Section 8.3 hereof.

Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 8.1(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the total number product of shares (a) the lower of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (ei) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus sale and (Yii) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares Market Price per share of Common Stock outstanding (including shares deemed on the date immediately prior to be outstanding pursuant to subparagraph (e) below) immediately after such the issuance or sale; provided,sale of such shares, in either event, reduced, but not

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares held in the 14 Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (Ai) an amount equal to the sum of (Xa) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such the issuance or salesale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus and (Yb) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (Bii) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of this Section 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For the purposes of any computation to be made in accordance with this Section 8.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities securities, including without limitation warrants, options, and contract rights, outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in In case the Company shall at any time after the date hereof and until this Warrant is fully exercised issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 2.7(f) hereof), including shares held in the Company's treasury’s treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than the Exercise Price in effect on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated equal to the nearest full cent) determined quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or salesale plus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 2.7(c) hereof. For the purposes of any computation to be made in accordance this Section 2.7(a) the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, 6.6 hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereofSeptember 30, 1993), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to Company's book value per share determined as of the issuance or sale of such shares, Company's most recent audited Balance Sheet or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 6.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 6.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in In case the Company shall at --------------------------------------- any time after the date hereof and until this Warrant is fully exercised issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 2.7 (f) hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than the Exercise Price in effect on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated equal to the nearest full cent) determined quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or salesale plus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 2.7 (c) hereof. For the purposes of any computation to be made in accordance with this Section 2.7(a), the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" (as defined in Section 8.1(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the lower of (i) the Exercise Price in effect immediately prior to such issuance or sale and (ii) the Market Price per share of Common Stock on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, 6.6 hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereofSeptember 30, 1993), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to Company's book value per share determined as of the issuance or sale of such shares, Company's most recent audited Balance Sheet or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 6.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 6.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 8.7 hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Preferred Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (Ai) an amount equal to the sum of (Xa) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such the issuance or salesale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus and (Yb) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (Bii) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 hereof. For the purposes of this Section 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For the purposes of any computation to be made in accordance with this Section 8.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in In case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date 2.7 (f) hereof), including shares held in the Company's treasurytreasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (excluding shares of Common Stock issuable upon exercise of options, warrants or conversion rights granted as of the date hereof), for a consideration per share less than the Exercise Price in effect on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale sale, the Exercise Price shall (until another such issuance or sale) be reduced to a the price (calculated to the nearest full cent) determined equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the Exercise Price on the date immediately prior to the issuance or sale of such shares, multiplied by (b) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or salesale plus, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 2.7 (c) hereof. For the purposes of any computation to be made in accordance with this Section 2.7(a), the following provisions shall be applicable: