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 during the Antidilution Period issue or sell any New Securities for a consideration per share less than the Applicable Per Share Purchase Price (such price, the "New Price" and such New Price shall be deemed to equal $0.01 in the event such New Securities are issued without consideration), then upon such issuance or sale, each Purchaser shall receive without payment of additional consideration to the Company, that number of shares of Common Stock equal to the excess of (x) a fraction, the numerator or which is the portion of the Purchase Price paid by such Purchaser and the denominator of which is the New Price, over (y) the sum of the number of Shares received by such Purchaser pursuant this Agreement at the Closing pursuant to Article I and the number of Shares of Common Stock received by such Purchaser pursuant to prior application of this Section 3.9(a). No fractional shares shall be issued pursuant to this Section 3.9(a) and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. If a fractional share interest arises pursuant to this Section 3.9(a), the Company shall eliminate such fractional share interest by paying the respective Purchaser an amount equal to the product of the fractional share interest and the fair market value of a full share of Common Stock. For purposes of this Section 3.9, the "Antidilution Period" shall mean the period of time between the date of this Agreement and the date which is 30 days following the effective date of the Registration Statement. For purposes of this Section 3.9, the "Applicable Per Share Purchase Price" shall initially equal the Per Share Purchase Price at the Closing (as set forth in Section 1.1), but shall be reduced to the New Price in the event New Securities are issued for a consideration per share less than the Applicable Per Share Purchase Price in effect at such time of issuance, and the Applicable Per Share Purchase Price shall also be further adjusted as otherwise provided in this Section 3.9. For purposes of any computation to be made in accordance with this Section 3.9, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall issue or sell, or any Company subsidiary shall sell, any shares of Common Stock at any time during after the Antidilution Period issue date hereof (other than the issuances or sell sales referred to in Section 8.3 or 8.7 hereof), including shares held in the treasury of the Company or by any New Securities Company subsidiary (but excluding (i) shares issued upon the exercise of any options, rights or warrants and shares issued upon the direct or indirect conversion or exchange of securities and (ii) shares issued pursuant to employee or director benefit plans approved by a majority of the entire Board of Directors of the Company or any Company subsidiary, as the case may be), for a consideration per share less than the Applicable Per Share Purchase Market Price (per share of Common Stock on the date immediately prior to the issuance or sale of such priceshares, the "New Price" and such New Price shall be deemed to equal $0.01 in the event such New Securities are issued or without consideration), then forthwith upon such issuance or sale, each Purchaser the Common Stock Exercise Price shall receive without payment of additional consideration (until another such issuance or sale or other event giving rise to an adjustment to the Company, that Common Stock Exercise Price pursuant to this Section 8) be adjusted (calculated to the nearest full cent) by multiplying the Common Stock Exercise Price in effect immediately prior to such issuance or sale by the quotient derived by dividing (a) an amount equal to the sum of (1) the total number of shares of Common Stock equal outstanding immediately prior to the excess of such issuance or sale plus (x2) a fraction, the numerator or which is the portion of the Purchase Price paid by such Purchaser and the denominator of which is the New Price, over (y) the sum of the number of Shares received by such Purchaser pursuant this Agreement at the Closing pursuant to Article I and the number of Shares of Common Stock received by such Purchaser pursuant to prior application of this Section 3.9(a). No fractional shares shall be issued pursuant to this Section 3.9(a) and the number of shares of Common Stock to that the aggregate consideration received by the Company in connection with such issuance or sale would purchase at such Market Price, by (b) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Common Stock Exercise Price be issued shall be rounded down to the nearest whole share. If a fractional share interest arises adjusted pursuant to this Section 3.9(a), the Company shall eliminate such fractional share interest by paying the respective Purchaser computation to an amount equal to the product in excess of the fractional share interest and the fair market value of a full share of Common Stock. For purposes of this Section 3.9, the "Antidilution Period" shall mean the period of time between the date of this Agreement and the date which is 30 days following the effective date of the Registration Statement. For purposes of this Section 3.9, the "Applicable Per Share Purchase Price" shall initially equal the Per Share Purchase Price at the Closing (as set forth in Section 1.1), but shall be reduced to the New Price in the event New Securities are issued for a consideration per share less than the Applicable Per Share Purchase Stock 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. As used herein, the “Market Price” of Common Stock at any date shall be deemed to be the last reported sale price (expressed as a dollar value per share) or, in case no such time reported sale takes place on such day, the average of issuancethe last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or, if not so listed or admitted, by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) National Market System (“NASDAQ/NMS”) or, if not approved for quotation on the NASDAQ/NMS, the average of the closing bid and asked prices as furnished by the Applicable Per Share Purchase Price shall also be further adjusted National Association of Securities Dealers, Inc. (the “NASD”) through NASDAQ or a similar organization if NASDAQ is no longer reporting such information or, if such security is not quoted on NASDAQ, as otherwise provided determined reasonably and in this Section 3.9good faith by resolution of the Board of Directors of the Company, based on the best information available to it. For the purposes of any computation to be made in accordance with this Section 3.98.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as -------------------------------------- hereinafter provided, in case the Company shall at any time during after the Antidilution Period date hereof issue or sell any New Securities shares of Common Stock (other than the issuances or sales referred to in Section 8.3 or 8.7 hereof), including shares held in the Company's treasury (but excluding (i) shares issued upon the exercise of any options, rights or warrants and shares issued upon the direct or indirect conversion or exchange of securities and (ii) shares issued pursuant to employee or director benefit plans approved by a majority of the Company's entire Board of Directors), for a consideration per share less than the Applicable Per Share Purchase Market Price (per share of Common Stock on the date immediately prior to the issuance or sale of such priceshares, the "New Price" and such New Price shall be deemed to equal $0.01 in the event such New Securities are issued or without consideration), then forthwith upon such issuance or sale, each Purchaser the Common Stock Exercise Price shall receive without payment of additional consideration (until another such issuance or sale or other event giving rise to an adjustment to the Company, that Common Stock Exercise Price pursuant to this Section 8) be adjusted (calculated to the nearest full cent) by multiplying the Common Stock Exercise Price in effect immediately prior to such issuance or sale by the quotient derived by dividing (x) an amount equal to the sum of (a) the total number of shares of Common Stock equal outstanding immediately prior to the excess of such issuance or sale plus (xb) a fraction, the numerator or which is the portion of the Purchase Price paid by such Purchaser and the denominator of which is the New Price, over (y) the sum of the number of Shares received by such Purchaser pursuant this Agreement at the Closing pursuant to Article I and the number of Shares of Common Stock received by such Purchaser pursuant to prior application of this Section 3.9(a). No fractional shares shall be issued pursuant to this Section 3.9(a) and the number of shares of Common Stock to which the aggregate consideration received by the Company in connection with such issuance or sale would purchase at such Market Price, by (y) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Common Stock Exercise Price -------- ------- be issued shall be rounded down to the nearest whole share. If a fractional share interest arises adjusted pursuant to this Section 3.9(a), the Company shall eliminate such fractional share interest by paying the respective Purchaser computation to an amount equal to the product in excess of the fractional share interest and Common Stock Exercise Price in effect immediately prior to such computation, except in the fair market value case of a full share combination of outstanding shares of Common StockStock as provided by Section 8.3 hereof. For purposes of this Section 3.9As used herein, the "Antidilution PeriodMarket Price" of Common Stock at any date shall mean be deemed to be the period of time between last reported sale price (expressed as a dollar value per share) or, in case no such reported sale takes place on such day, the date of this Agreement and the date which is 30 days following the effective date average of the Registration Statementlast reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or, if not so listed or admitted, by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market System ("NASDAQ/NMS") or, if not approved for quotation on the NASDAQ/NMS, the average closing bid price as furnished by the National Association of Securities Dealers, Inc. (the "NASD") through NASDAQ or a similar organization if NASDAQ is no longer reporting such information or, if such security is not quoted on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. For purposes of this Section 3.9, the "Applicable Per Share Purchase Price" shall initially equal the Per Share Purchase Price at the Closing (as set forth in Section 1.1), but shall be reduced to the New Price in the event New Securities are issued for a consideration per share less than the Applicable Per Share Purchase Price in effect at such time of issuance, and the Applicable Per Share Purchase Price shall also be further adjusted as otherwise provided in this Section 3.9. For purposes of any computation to be made in accordance with this Section 3.98.1, the following provisions shall be applicable:

Computation of Adjusted Exercise Price. Except as -------------------------------------- hereinafter provided, in case the Company shall issue or sell, or any Company subsidiary shall sell, any shares of Common Stock at any time during after the Antidilution Period issue date hereof (other than the issuances or sell sales referred to in Section 8.3 or 8.7 hereof), including shares held in the treasury of the Company or by any New Securities Company subsidiary (but excluding (i) shares issued upon the exercise of any options, rights or warrants and shares issued upon the direct or indirect conversion or exchange of securities and (ii) shares issued pursuant to employee or director benefit plans approved by a majority of the entire Board of Directors of the Company or any Company subsidiary, as the case may be), for a consideration per share less than the Applicable Per Share Purchase Market Price (per share of Common Stock on the date immediately prior to the issuance or sale of such priceshares, the "New Price" and such New Price shall be deemed to equal $0.01 in the event such New Securities are issued or without consideration), then forthwith upon such issuance or sale, each Purchaser the Common Stock Exercise Price shall receive without payment of additional consideration (until another such issuance or sale or other event giving rise to an adjustment to the Company, that Common Stock Exercise Price pursuant to this Section 8) be adjusted (calculated to the nearest full cent) by multiplying the Common Stock Exercise Price in effect immediately prior to such issuance or sale by the quotient derived by dividing (a) an amount equal to the sum of (1) the total number of shares of Common Stock equal outstanding immediately prior to the excess of such issuance or sale plus (x2) a fraction, the numerator or which is the portion of the Purchase Price paid by such Purchaser and the denominator of which is the New Price, over (y) the sum of the number of Shares received by such Purchaser pursuant this Agreement at the Closing pursuant to Article I and the number of Shares of Common Stock received by such Purchaser pursuant to prior application of this Section 3.9(a). No fractional shares shall be issued pursuant to this Section 3.9(a) and the number of shares of Common Stock to that the aggregate consideration received by the Company in connection with such issuance or sale would purchase at such Market Price, by (b) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Common Stock Exercise Price be issued shall be rounded down to the nearest whole share. If a fractional share interest arises adjusted pursuant to this Section 3.9(a), the Company shall eliminate such fractional share interest by paying the respective Purchaser computation to an amount equal to the product in excess of the fractional share interest and the fair market value of a full share of Common Stock. For purposes of this Section 3.9, the "Antidilution Period" shall mean the period of time between the date of this Agreement and the date which is 30 days following the effective date of the Registration Statement. For purposes of this Section 3.9, the "Applicable Per Share Purchase Price" shall initially equal the Per Share Purchase Price at the Closing (as set forth in Section 1.1), but shall be reduced to the New Price in the event New Securities are issued for a consideration per share less than the Applicable Per Share Purchase Stock Exercise Price in effect at immediately prior to such time computation, except in the case of issuance, and the Applicable Per Share Purchase Price shall also be further adjusted a combination of outstanding shares of Common Stock as otherwise provided in this by Section 3.9. For purposes of any computation to be made in accordance with this Section 3.9, the following provisions shall be applicable:8.3 hereof.