Common use of Increase or Decrease in Number of Shares Clause in Contracts

Increase or Decrease in Number of Shares. 8.1 Notwithstanding anything contained herein to the contrary and as an adjustment to the First Closing Purchase Price or Second Closing Purchase Price described in the Purchase Agreement, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased or decreased as follows; provided that no such increase or decrease shall be effected following the consummation of a Reorganization or a Series B Qualified Public Offering (as defined in the Articles of Incorporation): (a) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit A attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by 9,520; and (b) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit B attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by 9,520; and (c) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit C attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520; and (d) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit D attached hereto have been achieved by the Company, --------- the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520; and (e) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit E attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520; and (f) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit F attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520; and (g) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit G attached hereto have not been achieved by --------- the Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 19,040; and (h) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit H attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 19,040. 8.2 The determination as to whether or not the financial plan objectives described in Section 8.1 have been achieved by the Company for any period referred to therein (each, a "Specified Period") shall be made in good faith by the Board of Directors of the Company. Any such determination shall be based on the Company's regularly prepared financial statements that were prepared in accordance with generally accepted accounting principles applied in a manner consistent with past practice. The Board of Directors shall deliver to the Holder written notice of its determination as to whether or not the financial plan objectives have been achieved, together with a detailed description of the facts and calculations upon which such determination was based, no later than the earliest of (i) the 45th day following the end of each Specified Period which is a fiscal quarter, (ii) the 90th day following the end of each Specified Period that is a fiscal year, and (iii) if a Reorganization is consummated during any Specified Period, immediately prior to the consummation of such Reorganization. If the Holder shall object to any such determination by the Board of Directors, the Holder shall appoint either Price Waterhouse Coopers or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as an independent accountant to determine whether or not such financial plan objectives have been achieved. The expenses of such accountant shall be borne by the Company. The Company will promptly afford to the Holder and its agents, upon request, reasonable access to its books of account, financial and other records, employees and auditors (and furnish financial and other data) to the extent necessary to permit the Holder to determine any matter relating to its rights and obligations hereunder.

Increase or Decrease in Number of Shares. 8.1 Notwithstanding anything contained herein to the contrary and as an adjustment to the First Closing Purchase Price or Second Closing Purchase Price described in the Purchase Agreement, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased or decreased as follows; provided that no such increase or decrease shall be effected following the consummation of a Reorganization or a Series B Qualified Public Offering (as defined in the Articles of Incorporation): (a) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit A attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by 9,520200,000; and (b) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit B attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by 9,520200,000; and (c) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit C attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520200,000; and (d) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit D attached hereto have been achieved by the Company, --------- the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520200,000; and (e) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit E attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520200,000; and (f) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit F attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520200,000; and (g) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit G attached hereto have not been achieved by --------- the Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 19,040400,000; and (h) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit H attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 19,040400,000. 8.2 The determination as to whether or not the financial plan objectives described in Section 8.1 have been achieved by the Company for any period referred to therein (each, a "Specified Period") shall be made in good faith by the Board of Directors of the Company. Any such determination shall be based on the Company's regularly prepared financial statements that were prepared in accordance with generally accepted accounting principles applied in a manner consistent with past practice. The Board of Directors shall deliver to the Holder written notice of its determination as to whether or not the financial plan objectives have been achieved, together with a detailed description of the facts and calculations upon which such determination was based, no later than the earliest of (i) the 45th day following the end of each Specified Period which is a fiscal quarter, (ii) the 90th day following the end of each Specified Period that is a fiscal year, and (iii) if a Reorganization is consummated during any Specified Period, immediately prior to the consummation of such Reorganization. If the Holder shall object to any such determination by the Board of Directors, the Holder shall appoint either Price Waterhouse Coopers or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as an independent accountant to determine whether or not such financial plan objectives have been achieved. The expenses of such accountant shall be borne by the Company. The Company will promptly afford to the Holder and its agents, upon request, reasonable access to its books of account, financial and other records, employees and auditors (and furnish financial and other data) to the extent necessary to permit the Holder to determine any matter relating to its rights and obligations hereunder.

Increase or Decrease in Number of Shares. 8.1 Notwithstanding anything contained herein to the contrary and as an adjustment to the First Closing Purchase Price or Second Closing Purchase Price described in the Purchase Agreement, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased or decreased as follows; provided that no such increase or decrease shall be effected following the consummation of a Reorganization or a Series B Qualified Public Offering (as defined in the Articles of Incorporation): (a) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit A attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by 9,520190,480; and (b) Notwithstanding anything else contained in this Section, if the financial plan objectives for the three-month period ended March 31, 2001 described in Exhibit B attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by 9,520190,480; and (c) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit C attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520190,480; and (d) Notwithstanding anything else contained in this Section, if the financial plan objectives for the six-month period ended June 30, 2001 described in Exhibit D attached hereto have been achieved by the Company, --------- the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520190,480; and (e) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit E attached hereto have not been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 9,520190,480; and (f) Notwithstanding anything else contained in this Section, if the financial plan objectives for the nine-month period ended September 30, 2001 described in Exhibit F attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 9,520190,480; and (g) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit G attached hereto have not been achieved by --------- the Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be increased by an additional 19,040380,960; and (h) Notwithstanding anything else contained in this Section, if the financial plan objectives for the twelve-month period ended December 31, 2001 described in Exhibit H attached hereto have been achieved by the --------- Company, the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be decreased by an additional 19,040380,960. 8.2 The determination as to whether or not the financial plan objectives described in Section 8.1 have been achieved by the Company for any period referred to therein (each, a "Specified Period") shall be made in good faith by the Board of Directors of the Company. Any such determination shall be based on the Company's regularly prepared financial statements that were prepared in accordance with generally accepted accounting principles applied in a manner consistent with past practice. The Board of Directors shall deliver to the Holder written notice of its determination as to whether or not the financial plan objectives have been achieved, together with a detailed description of the facts and calculations upon which such determination was based, no later than the earliest of (i) the 45th day following the end of each Specified Period which is a fiscal quarter, (ii) the 90th day following the end of each Specified Period that is a fiscal year, and (iii) if a Reorganization is consummated during any Specified Period, immediately prior to the consummation of such Reorganization. If the Holder shall object to any such determination by the Board of Directors, the Holder shall appoint either Price Waterhouse Coopers or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as an independent accountant to determine whether or not such financial plan objectives have been achieved. The expenses of such accountant shall be borne by the Company. The Company will promptly afford to the Holder and its agents, upon request, reasonable access to its books of account, financial and other records, employees and auditors (and furnish financial and other data) to the extent necessary to permit the Holder to determine any matter relating to its rights and obligations hereunder.