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 2.7 hereof ("Excluded Issuances"), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any outstanding 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, the Exercise Price shall (until another issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common 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 Common Stock, as provided by Section 2.3 hereof.

Computation of Adjusted Exercise Price. Except as hereinafter herein provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock, Stock (other than the issuances or sales referred to in Section 2.7 hereof ("Excluded Issuances"8.7 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any outstanding 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 both the Exercise Price in effect immediately prior to the issuance or sale of such shares, shares and the "Market Price" (as defined in Section 3.2 hereof) per share of Common Stock on the trading 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 determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, the quotient derived by dividing (i) an amount equal to numerator of which shall be the sum of (a1) the total number of shares of Common Stock outstanding immediately prior to the such issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and sale plus (b2) the aggregate of the amount of all consideration, if any, consideration received by the Company upon such issuance or sale, by and the denominator of which shall be the product of (iix) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Exercise Price in effect immediately prior to 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 2.3 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, Stock (other than the issuances or sales referred to in Section 2.7 hereof ("Excluded Issuances"8.7 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any outstanding 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, 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 (iA) an amount equal to the sum of X the product of (a) the Exercise Price in effect immediately prior to such issuance or sale, reduced, but not below .001, by the positive difference between the (u) Exercise 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 the such issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and plus (bY) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (iiB) the total number of shares of Common 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 Common Stock, as provided by Section 2.3 8.3 ------- hereof.

Computation of Adjusted Exercise Price. Except as hereinafter providedprovided and subject to Section 2.6 hereof, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock, other than the issuances Stock or sales referred to in Section 2.7 hereof ("Excluded Issuances"), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any outstanding 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, Equivalents for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares 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 (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common 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 Common Stock, as provided by Section 2.3 hereof.. For the purposes of any computation to be made in accordance with this Section 2.1, the following provisions shall apply:

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, Stock including Shares held in the Company's treasury (other than (1) the issuances or sales referred to in Section 2.7 hereof 8.7 hereof, and ("Excluded Issuances"), including shares held in the Company's treasury and ii) shares of Common Stock issued upon the exercise of any outstanding options, rights or warrants, warrants to subscribe for shares of Common Stock and or (iii) 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 Market 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 the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common 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 Common StockRock, as provided by Section 2.3 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