Common use of Issuance of Options Clause in Contracts

Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If the Company in any manner grants, issues or sells any Options, whether or not immediately exercisable, Options (other than any Options permitted by Section 5.2(b)) and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price Options, or upon conversion or exchange of any conversion Convertible Securities issuable upon exercise of Convertible Securitiessuch Options, if applicable) is less than the Exercise Price in effect on immediately prior to the date time of the granting, issuance or sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the “price per share for which Common Stock is issuable upon the exercise of such Optionsissuable” shall be determined by dividing (xi) the sum of (1) the total amount, if any, received or receivable by the Company as consideration for the granting, issuance or sale of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus (3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable and the conversion or exchangeableexchange thereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon the conversion or exchange of all such Convertible Securities, if applicable)Securities issuable upon the exercise of such Options. No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock actually issued upon the conversion, exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Fixed Conversion Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B5(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Fixed Conversion Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

Issuance of Options. If the Company issues shall, at any time or sells from time to time after the Adjustment Date, grant or sell any Optionsoptions, whether or not such options or the right to convert or exchange any convertible securities issuable upon the exercise of such options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2(b)(iv)(C)) for which Common Stock is issuable upon the exercise of such Options (and options or upon the price conversion or exchange of any conversion convertible securities issuable upon the exercise of Convertible Securities, if applicable) such options is less than the Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Optionsoptions, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise options or upon conversion or exchange of Convertible Securities, if applicable) shall, as the total maximum amount of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is convertible securities issuable upon the exercise of such Options” options shall be determined deemed to have been issued as of the date of granting or sale of such options at a price per share equal to the quotient obtained by dividing of (xa) the total amount, if any, received or receivable by the Company as consideration for the issuance granting, sale, or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in options (which sum shall constitute the case applicable consideration received for purposes of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable1(a)), by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise options or upon the conversion or exchange of Convertible Securitiesall convertible securities issuable upon the exercise of all such options, if applicable)and the number of Warrant Shares will be proportionately increased. No further adjustment to of the Exercise Price or the number of Warrant Shares shall be made upon the actual issuance of Common Stock or of convertible securities upon exercise of such options or upon the actual issuance of Common Stock upon the exercise of such Options or upon the conversion, exercise conversion or exchange of Convertible Securities convertible securities issuable upon exercise of such Optionsoptions.

Issuance of Options. If the Company in any manner issues or sells grants any Options, whether Options or not immediately exercisable, Convertible Securities and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price or upon conversion or exchange of any conversion of such Convertible Securities, if applicable) Securities is less than the Exercise Price in effect on Fair Market Value per share of Common Stock determined as of the date of such issuance or sale grant of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of the total maximum amount of such Convertible Securities, if applicable) shall, as of Securities issuable upon the date of the issuance or sale exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of the preceding sentencethis paragraph, the “price per share for which Common Stock is issuable upon the exercise of such Options” Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (xA) the total amount, if any, received or receivable by the Company as consideration for the issuance issuing or sale granting of such Options, PLUS the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus PLUS in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If the Company in any manner issues or sells grants any Options, whether Options or not immediately exercisable, Convertible Securities and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price or upon conversion or exchange of any conversion of such Convertible Securities, if applicable) Securities is less than the Exercise Price in effect on Fair Market Value per share of Common Stock determined as of the date of such issuance or sale grant of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of the total maximum amount of such Convertible Securities, if applicable) shall, as of Securities issuable upon the date of the issuance or sale exercise of such Options, ) shall be deemed to be outstanding and to have been issued and sold by the Company for such lower price per share. For purposes of the preceding sentencethis paragraph, the “price per share for which Common Stock is issuable upon the exercise of such Options” Options or upon conversion or exchange of Convertible Securities issuable upon exercise of Options shall be determined by dividing (xA) the total amount, if any, received or receivable by the Company as consideration for the issuance issuing or sale granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon exercise of such Options or upon the conversion or exchange of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If the Company issues in any manner grants or sells any Options, whether or not immediately exercisable, Options and the price per share (determined in accordance with Section 4(b)(v)) for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion Options, or upon conversion, exercise or exchange of Convertible SecuritiesSecurities issuable upon exercise of such Options, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such OptionsApplicable Price, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full Options, or upon conversion, exercise or exchange of the total maximum amount of Convertible Securities, if applicable) shall, as of the date of the issuance or sale Securities issuable upon exercise of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes at the time of the preceding sentence, the “grant or sale of such Options at a price per share for which Common Stock is issuable upon equal to the exercise of such Options” shall be determined quotient obtained by dividing (xA) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (1) the total amount, if any, received or receivable by the Company as consideration for the issuance grant or sale of all such Options, plus (2) the minimum aggregate amount of additional consideration payable to Company upon the exercise of all such Options, plus (3), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon and the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time of all such Convertible Securities first become convertible, exercisable or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full or upon the conversion, exercise or exchange of all Convertible SecuritiesSecurities issuable upon the exercise of all such Options. Except as contemplated in Section 4(b)(iii), if applicable). No no further adjustment to of the Exercise Price number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If the Company issues in any manner grants, issues, or sells (or enters into any Optionsagreement to grant, whether issue or sell) any Options that are not immediately exercisableExcluded Securities, and the price per share for which one share of Common Stock is issuable upon the exercise of any such Options (and the price Option or upon conversion, exercise, or exchange of any conversion Convertible Securities issuable upon exercise of Convertible Securities, if applicable) any such Option or otherwise pursuant to the terms thereof is less than the Exercise Price in effect on the date of issuance or sale of such OptionsApplicable Price, then the maximum total number of shares such share of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of the preceding sentencethis Section 2(b)(i), the “price per share for which one share of Common Stock is issuable upon the exercise of any such OptionsOptions or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be determined by dividing (x1) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale issue of all such OptionsOption, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration, if any, ) payable to the Company upon the exercise of all such OptionsOption, plus, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options, or in the minimum aggregate amount case of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of for Convertible Securities, if applicable). No further adjustment to the Exercise Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon for Convertible Securities and the conversion, exercise conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Options. If the Company in any manner grants, issues or sells any Options, whether or not immediately exercisable, Options and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price Options, or upon conversion or exchange of any conversion Convertible Securities issuable upon exercise of Convertible Securitiessuch Options, if applicable) is less than the Exercise Current Market Price in effect on per share of Common Stock immediately prior to the date time of the granting, issuance or sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the “price per share for which Common Stock is issuable upon the exercise of such Optionsissuable” shall be determined by dividing (x) the sum of (1) the total amount, if any, received or receivable by the Company as consideration for the granting, issuance or sale of such Options, plus (2) the aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus (3) in the minimum case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon and the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise conversion or exchange thereof (determined in accordance with such sum, the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable“Aggregate Option Consideration”), by (y) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon the conversion or exchange of all such Convertible Securities, if applicable)Securities issuable upon the exercise of such Options. No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock actually issued upon the conversion, exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of Securities. In the event any such OptionsOptions are terminated or expire without exercise, then the Exercise Price shall be adjusted such that it is equal to the Exercise Price that would have been in effect if such terminated or expired Options had not been issued.

Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Fixed Conversion Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B5(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Fixed Conversion Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Fixed Conversion Price shall be readjusted to the Fixed Conversion Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

Issuance of Options. If the Company in any manner grants, issues or sells any Options, whether or not immediately exercisable, Options (other than any Options permitted by Section 5,2(b)) and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price Options, or upon conversion or exchange of any conversion Convertible Securities issuable upon exercise of Convertible Securitiessuch Options, if applicable) is less than the Exercise Price in effect on immediately prior to the date time of the granting, issuance or sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale total maximum amount of such Options, Convertible Securities issuable upon the exercise of such Options shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting, issuance or sale of such Options for such price per share. For purposes of the preceding sentencethis paragraph, the “price per share for which Common Stock is issuable upon the exercise of such Optionsissuable” shall be determined by dividing (xi) the sum of (1) the total amount, if any, received or receivable by the Company as consideration for the granting, issuance or sale of such Options, plus (2) the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus (3) in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable and the conversion or exchangeableexchange thereof, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon the conversion or exchange of all such Convertible Securities, if applicable)Securities issuable upon the exercise of such Options. No further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock actually issued upon the conversion, exercise of such Options or the conversion or exchange of such Convertible Securities issuable upon exercise of such OptionsSecurities.

Issuance of Options. If the Company issues shall, at any time or sells from time to time after the Original Issue Date and prior to the closing date of a Qualifying PO, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(d)(v)) for which Common Stock is issuable upon the exercise of such Options (and or upon the price of any conversion or exchange of Convertible Securities, if applicable) Securities issuable upon the exercise of such Options is less than the Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Options, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon conversion or exchange of the total maximum amount of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is Securities issuable upon the exercise of such Options” Options shall be determined deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price under Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the issuance granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise issuance or sale of all such Options, plus, in the case of Convertible Securities issuable upon and the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise conversion or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time of all such Convertible Securities first become convertible, exercisable or exchangeableSecurities, by (yB) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon the conversion or exchange of all Convertible SecuritiesSecurities issuable upon the exercise of all such Options. Except as otherwise provided in Section 4(d)(iii), if applicable). No no further adjustment to of the Exercise Price shall be made upon the actual issuance of such Common Stock or of Convertible Securities upon the exercise of such Options or upon the conversion, exercise actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Issuance of Options. If In the event the Company issues shall, at any time ------------------- or sells from time to time after the date hereof, issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of, Common Stock or any stock or securities convertible into or exchangeable for Common Stock (any such rights, warrants or options being herein called "Options" (the term "Options" shall also include without limitation any rights ("Rights") to purchase Common Stock and each other security for which such rights are at any time exercisable issued pursuant to the Rights Agreement between the Company and the Rights Agent designated therein approved by the Board of Directors of the Company on January 13, 1992, as amended from time to time) and any such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Options or the rights to convert or exchange such Convertible Securities are immediately exercisable, and the price per share for at which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise conversion or exchange of such Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be Securities (determined by dividing (xi) the total aggregate amount, if any, received or receivable by the Company as consideration for the issuance issuance, sale, distribution or sale granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Options to acquire Convertible Securities issuable upon the exercise of such OptionsSecurities, the minimum aggregate amount of additional consideration consideration, if any, payable upon the conversion, exercise conversion or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time of all such Convertible Securities first become convertible, exercisable or exchangeableSecurities, by (yii) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or upon the conversion or exchange of all Convertible SecuritiesSecurities issuable upon the exercise of all such Options) shall be less than the current market price per share of Common Stock on the date of the issuance, if applicable)sale, distribution or granting of such Options then, for purposes of paragraph (b) above, the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of the total maximum amount of the Convertible Securities issuable upon the exercise of all such Options shall be deemed to have been issued as of the date of the issuance, sale, distribution or granting of such Options and thereafter shall be deemed to be outstanding and the Company shall be deemed to have received as consideration such price per share, determined as provided above, therefor. No further Except as otherwise provided in paragraphs (j) and (k) below, no additional adjustment to of the Exercise Purchase Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise conversion or exchange of the Convertible Securities issuable upon the exercise of such Options. If the minimum and maximum numbers or amounts referred to in this paragraph (c) or in paragraph (d) below cannot be calculated with certainty as of the date of the required adjustment, such numbers and amounts shall be determined in good faith by the Board of Directors of the Company.

Issuance of Options. If the Company issues or sells any Options, whether or not immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options (and the price of any conversion of Convertible Securities, if applicable) is less than the Exercise Conversion Price in effect on the date of issuance or sale of such Options, then the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable) shall, as of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B4(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable, by (y) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise or exchange of Convertible Securities, if applicable). No further adjustment to the Exercise Conversion Price shall be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion, exercise or exchange of Convertible Securities issuable upon exercise of such Options. To the extent that shares of Common Stock or Convertible Securities are not delivered pursuant to such Options, upon the expiration or termination of such Options, the Conversion Price shall be readjusted to the Conversion Price that would then be in effect had the adjustments made upon the issuance of such Options been made on the basis of delivery of only the number of shares of Common Stock actually delivered.

Issuance of Options. If the Company issues shall, at any time or sells from time to time after the Issuance Date, grant or sell any Optionsoptions, whether or not such options or the right to convert or exchange any convertible securities issuable upon the exercise of such options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 2(b)(iv)(C)) for which Common Stock is issuable upon the exercise of such Options (and options or upon the price conversion or exchange of any conversion convertible securities issuable upon the exercise of Convertible Securities, if applicable) such options is less than the Exercise Price in effect on immediately prior to the date time of issuance the granting or sale of such Optionsoptions, then the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise options or upon conversion or exchange of Convertible Securities, if applicable) shall, as the total maximum amount of the date of the issuance or sale of such Options, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is convertible securities issuable upon the exercise of such Options” options shall be determined deemed to have been issued as of the date of granting or sale of such options at a price per share equal to the quotient obtained by dividing of (xa) the total amount, if any, received or receivable by the Company as consideration for the issuance granting, sale, or sale of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of all such Options, plus, in options (which sum shall constitute the case applicable consideration received for purposes of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion, exercise or exchange thereof (determined in accordance with the calculation method set forth in Section 6(e)(ii)(B) below) at the time such Convertible Securities first become convertible, exercisable or exchangeable1(a)), by (yb) the total maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion, exercise options or upon the conversion or exchange of Convertible Securitiesall convertible securities issuable upon the exercise of all such options, if applicable)and the number of Warrant Shares will be proportionately increased. No further adjustment to of the Exercise Price or the number of Warrant Shares shall be made upon the actual issuance of Common Stock or of convertible securities upon exercise of such options or upon the actual issuance of Common Stock upon the exercise of such Options or upon the conversion, exercise conversion or exchange of Convertible Securities convertible securities issuable upon exercise of such Optionsoptions.