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 its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, including shares held in the Company's treasury and shares of Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of 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 Stock on the date 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 the price (calculated to the nearest full cent) 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 Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Stock outstanding 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 Stock outstanding 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 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, including shares held in the Company's treasury and shares of Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of 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 Stock on the date 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 the price (calculated to the nearest full cent) 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 Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) b the total number of shares of Stock outstanding 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 Stock outstanding immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that in no into 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 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Common Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 7.6 hereof), including shares held in the Company'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, 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 7.1(vi) hereof] per share of Common Stock on the date immediately prior to the issuance or of 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 the price (calculated to the nearest full cent) 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, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding 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 immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 7.3 hereof. For the purposes of this Section 8 7 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 5 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 87. For purposes of any computation to be made in accordance with this Section 8.17.1, 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 its Common Stock (as defined in Section 8.5), other than the issuance issuances or sales referred to in Section 8.6 3.2 hereof), including shares held in the Company'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, 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 8.l(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, shares or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) 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 or (ii) the Market Price per share of Common Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, difference between the (u) "Market Price Price" per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received re- ceived in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or salesale plus, 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 immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Common Stock (as defined in Section 8.5), other than the issuance issuances or sales referred to in Section 8.6 8.7 hereof), including shares held in the Company'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, 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 8. l(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, shares or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) 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, in either event, reduced, but not to a number which is below .001the par value of the Common Stock, by the positive difference, if any, difference between the (u) "Market Price Price" per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or salesale plus, 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 immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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. (a) Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of its Common Stock (as defined in Section 8.5), other than the issuance issuances or sales referred to in Section 8.6 8.7 hereof), including (x) shares held in the Company's treasury and 'S treasury, (y) shares of Common Stock issued upon the exercise of any options, rights or warrants, warrants to subscribe for shares of Common Stock and (z) 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 lower of the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price," Price (as defined in Section 8.1(vi3.2(b), hereof ) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, shares or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) 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, in either event, reduced, but not to a number which is below .001the par value of the Common Stock, by the positive difference, if any, difference between the (u) Market Price per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or salesale plus, 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 immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, hereof including shares held in the Company's treasury and shares of Stock issued `upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of 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 Stock on the date 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 the price (calculated to the nearest full cent) equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the lower tower of (i) the Exercise Price in effect immediately prior to such issuance or sale and (ii) the Market Price per share of Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, any received by the Company upon such issuance or sale, by (B) the total number of shares of Stock outstanding immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 Preferred Stock set forth in Section 5 hereof, hereof as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, including shares held in the Company's treasury and shares of Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of 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(vi8.1 (vi), hereof per share of Stock on the date 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 the price (calculated to the nearest full cent) 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 Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Stock outstanding 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 Stock outstanding immediately after such issuance or sale; PROVIDEDprovided, HOWEVER, 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 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, including shares held in the Company's treasury and shares of Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of 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 Stock on the date 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 the price (calculated to the nearest full cent) 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 Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) b the total number of shares of Stock outstanding 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 Stock outstanding immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that in no into 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 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 Preferred Stock set forth in Section 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Common Stock (as defined in Section 8.5), other than the issuance issuances or sales referred to in Section 8.6 8.7 hereof), including shares held in the Company'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, 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 8.l(vi) hereof) per share of Stock ------- Common stock on the date immediately prior to the issuance or sale of such shares, shares or without consideration, then forthwith upon such issuance jssuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) 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, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, difference between the (u) "Market Price Price" per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or salesale plus, 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 immediately after such issuance or sale; PROVIDED, HOWEVERprovided, 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 to outstanding shares of Common Stock, as provided by Section 8.3 hereof. Such adjustment shall become effective at the close of ------- business on such record date; provided, however, that, to the extent the shares of Common Stock (or securities convertible to or exchangeable for shares of Common Stock) are not delivered, the warrant Price shall be readjusted after the expiration of such rights, options, or warrants (but only with respect to Warrants exercised after such expiration), to the Warrant Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock) actually issued. 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 5 6 hereof, as ------- adjusted from time to time pursuant to the provisions of this Section 8. For 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 its Common Stock (as defined in Section 8.5), other than the issuance issuances or sales referred to in Section 8.6 8.7 hereof), including shares held in the Company'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, 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 8. l(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, shares or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) 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, in either event, reduced, but not to a number which is below .001the par value of the Common Stock, by the positive difference, if any, difference between the (u) "Market Price Price" per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or salesale plus, 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 immediately after such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For purposes of any computation to be made in accordance with this Section 8.1, the following provisions shall be applicable:-------