Common use of Issuance of Warrants or Other Rights Clause in Contracts

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if at any time In case the Company shall take a record of the distribute to all holders of its Common Stock for the purpose of entitling them to receive a distribution of, Ordinary Shares or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Ordinary Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is Ordinary Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities plus the price paid to the Company to acquire such warrants, other rights or Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such distribution, issue or sale, then the number of shares Ordinary Shares purchasable upon the exercise of Common Stock for which this each Warrant is exercisable and the Current Warrant Price evidenced hereby shall be adjusted as provided in Section 4.3(a5(c) on the basis that (iA) the maximum number of Additional Ordinary Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to give effect to the conversion or exchange of all such Convertible Securities shall be deemed to have been be issued and outstanding, (iiB) the price per share for such Additional Ordinary Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Ordinary Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights; provided, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of any warrants or options or other rights to subscribe for up to 500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company, pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time. No further adjustments of the number of shares of Common Stock Ordinary Shares for which this any Warrant evidenced hereby is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock Ordinary Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Ordinary Shares upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or (other than Permitted Issuances) shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.5 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.6 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.6 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan not triggered by the holder hereof.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time prior to a Release Event the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securitiesoptions, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to the price equal to the Warrant Consideration per share for which Common Stock is issuable upon the exercise of such warrant or option. Upon and after a Release Event, this right shall cease. In the event the Issuer shall at any time following a Release Event issue any warrants or options at a price per share less than the Warrant Price then in effect or without consideration, the price shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock for which this Warrant is exercisable and outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number issuance or sale of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, options plus (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for (rounded to the nearest whole share) which this the Warrant is exercisable Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or conversion of all such warrants and options. No adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. No adjustments of the Warrant Price shall be made under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and or the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securitiesoptions, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock for which this Warrant is exercisable and outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number issuance or sale of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, options plus (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for (rounded to the nearest whole share) which this the Warrant is exercisable Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or conversion of all such warrants and options. No adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. No adjustments of the Warrant Price shall be required under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if In case at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase (i) any Additional Shares of Common Nonpreferred Stock or (ii) any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, Securities and the price consideration per share for which Common Additional Shares of Nonpreferred Stock is may at any time thereafter be issuable upon the exercise of pursuant to such warrants or other rights or upon conversion or exchange pursuant to the terms of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time per share of such distribution, issue or saleCommon Stock, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price thereafter comprising a Share shall be adjusted (as at the applicable date specified in the last sentence of this Section 4.C) as provided in Section 4.3(a) 4.B on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date for the determination of the Current Market Price per share of Common Stock as hereinafter provided, and outstanding, (ii) the price per share aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the lowest price per share at which minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Nonpreferred Stock are issuable pursuant to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights or pursuant to the terms of such Convertible Securities. For purposes of this Section 4.C, the date as of which the date of the actual issuance thereof. No further adjustments of the number of shares Current Market Price per share of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon computed shall be the actual issue earlier of such Common Stock or of such Convertible Securities upon exercise (a) the date on which the Company shall enter into a firm contract for the issuance of such warrants or other rights or upon (b) the date of actual issue issuance of such Common Stock upon such conversion warrants or exchange of such Convertible Securitiesother rights.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities (other than Permitted Issuances), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof the number such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance or distribution of stock purchase rights pursuant to a shareholder rights plan or any other rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. On the expiration of any such warrants or other rights or the termination of any such right to convert or exchange such Convertible Securities, the Current Warrant Price then in effect hereunder shall forthwith be increased to the Current Warrant Price which would have been in effect at the time of such expiration or termination had such warrants, rights or Convertible Securities so expired or terminated never been issued.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders Holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the where Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Exercise Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof the number of Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securitiesoptions, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale, shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock for which this Warrant is exercisable and outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number issuance or sale of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, options PLUS (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for (rounded to the nearest whole share) which this the Warrant is exercisable Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or conversion of all such warrants and options. No adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents. No adjustments of the Warrant Price shall be required under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 17 hereof, if at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a5.2(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (iA) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall be deemed to have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if In case at any time or from time to time the Company shall take a record of the holders of its Common Nonpreferred Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sellotherwise issue, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, Securities and the price consideration per share for which Common Additional Shares of Nonpreferred Stock is may at any time thereafter be issuable upon the exercise of pursuant to such warrants or other rights or upon conversion or exchange pursuant to the terms of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time per share of such distribution, issue or saleCommon Stock, then the number of shares of Common Class A Stock for which this Warrant is exercisable thereafter comprising a Stock Unit and the Current Warrant Price purchase price for a Stock Unit shall be adjusted as provided in SUBSECTION C of this Section 4.3(a) on the basis that (i) the maximum number of Additional Shares of Common Nonpreferred Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date for the determination of the Current Market Price per share of Common Stock as hereinafter provided, and outstanding, (ii) the price per share aggregate consideration for such maximum number of Additional Shares of Common Nonpreferred Stock shall be deemed to be the lowest price per share at which minimum consideration received and receivable by the Company for the issuance of such Additional Shares of Common Nonpreferred Stock are issuable pursuant to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon pursuant to the actual issue of such Common Stock upon such conversion or exchange terms of such Convertible Securities. For purposes of this Subsection, the date as of which the Current Market Price of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Nonpreferred Stock for the purpose of entitling them to receive any such warrants or other rights, (b) the date on which the Company shall enter into a firm contract for the issuance of such warrants or other rights, and (c) the date of actual issuance of such warrants or other rights.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or of the Current Warrant Price other rights. No further adjustments shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which where the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities other than Permitted Shares, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share Share for which Common Stock is Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Exercise Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof the number of Shares for which this Warrant is exercisable and such warrants or other rights; provided that if any adjustment would reduce the Exercise Price to below the par value of the Shares, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the number of shares of Common Stock Shares for which this Warrant is exercisable or of and the Current Warrant Exercise Price shall be made upon the actual issue of such Common Stock Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Shares upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or (other than Permitted Issuances) shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) ), issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of (1) the Current Market Price per share of Common Stock for the period of 20 Trading Days preceding the earlier of the issuance or public announcement of the issuance of such Additional Shares of Common Stock, warrants or other rights and (2) the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.5 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.6 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.6 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan not triggered by the holder hereof.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if (a) If at any time the Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving sur viving corporation) issue or sell, any warrants (other than the Warrants) or other options or rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities (other than, in the case of any options granted pursuant to any qualified incentive stock option plan of the Company ("Incentive Options") outstanding as of the date hereof to subscribe for or purchase any Shares, the replacement of any such Incentive Options upon the expiration (but not the exercise) thereof with Incentive Options to subscribe for or purchase not more than that number of Shares for which such replaced Incentive Options are exercisable (and, in any event, all replacement Incentive Options, collectively, shall not be exercisable for more than 1,922,531 Shares in the aggregate), which replacement Incentive Options have an exercise price of not less than the market price of the Shares for which such replacement Incentive Options are exercisable on the date of the issuance of such replacement Incentive Options), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock Shares for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a2.4(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for in such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securitiesissuance.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and or the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be -9- 106 adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights. No further adjustments of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities. Notwithstanding the foregoing, no adjustment shall be required under this Section 4.4 solely by reason of the issuance of stock purchase rights under a stockholder rights plan of the Company, provided that the adjustments required by this Section 4.4 shall be made if any "flip-in" or "flip-over" event shall occur under such stockholder rights plan.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price 15 12 shall be adjusted as provided in Section 4.3(a) on the basis that (iA) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall be deemed to have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if at any time In case the Company shall take a record of the distribute to all holders of its Common Stock for the purpose of entitling them to receive a distribution of, Ordinary Shares or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Ordinary Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is Ordinary Shares are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities plus the price paid to the Company to acquire such warrants, other rights or Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price market price per Ordinary Share (as defined in Section 5(f)) in effect immediately prior to the time of such distribution, issue or sale, then the number of shares Ordinary Shares purchasable upon the exercise of Common Stock for which this each Warrant is exercisable and the Current Warrant Price evidenced hereby shall be adjusted as provided in Section 4.3(a5(c) on the basis that (iA) the maximum number of Additional Ordinary Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to give effect to the conversion or exchange of all such Convertible Securities shall be deemed to have been be issued and outstanding, (iiB) the price per share for such Additional Ordinary Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Ordinary Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights; provided, however, that no adjustment shall be made pursuant to this Section 5(d) upon the issuance of (i) any warrants or options or other rights to subscribe for up to 1,500,000 Ordinary Shares, or ADSs representing such Ordinary Shares, of the Company, pursuant to any employee stock option, purchase or similar plan which may be established by the Company from time to time or (ii) any warrants or options to purchase Ordinary Shares, or ADSs representing such Ordinary Shares, which may be issued by the Company to certain officers of the Company pursuant to any future employment agreements. No further adjustments of the number of shares of Common Stock Ordinary Shares for which this any Warrant evidenced hereby is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock Ordinary Shares or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock Ordinary Shares upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities at an exercise price which is less than the Current Warrant Price and less than the Current Market Price, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of then the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is then exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the Current Warrant Price or the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price Price, at a time when there is a public market price for the Common Stock, in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) 4.3 on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock outstanding and Company shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of and the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made Subject to the Holder last sentence of this Warrant pursuant to Section 16 hereof4(b) above, if at any time the Company Issuer shall take a record of the holders Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, sell any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securitiesoptions, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price Warrant Consideration (hereafter defined) per share for which Common Stock is issuable upon the exercise of such warrants warrant or other rights or upon conversion or exchange of such Convertible Securities option shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the Warrant Price then in effect immediately prior to the time of such issue or sale shall be adjusted to the price (rounded to the nearest cent) determined by multiplying the Warrant Price by a fraction: (1) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock for which this Warrant is exercisable and outstanding immediately prior to the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (i) the maximum number issuance or sale of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, options plus (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for (rounded to the nearest whole share) that the Warrant Consideration multiplied by the number of shares of Common Stock issuable upon the exercise or conversion of all such warrants or options, would purchase at a price per share equal to the Warrant Price then in effect, and (2) the denominator of which this Warrant is exercisable shall be equal to the number of shares of Common Stock that would be outstanding assuming the exercise or conversion of all such warrants and options. No adjustments of the Current Warrant Price then in effect shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents if adjustment has been previously made pursuant to this section. No adjustments of the Warrant Price shall be made under this Section 4(e) in connection with any Permitted Issuances.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall ------------------------------------ take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution ofof any options, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities (other than Permitted Issuances), whether or not the rights to exchange exchange, subscribe or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights (or, in the case of warrants or rights to subscribe for or purchase Convertible Securities, the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights and conversion or exchange of such Convertible Securities Securities) shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then (i) the number of shares of Common Stock for which this Warrant is Warrants are exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which Warrants are exercisable immediately prior to such record date by a fraction (A) the numerator of which shall be the number of shares of Common Stock Outstanding on such record date plus the total number of Additional Shares offered for subscription or purchase, and (B) the denominator of which shall be the number of shares of Common Stock Outstanding on such record date plus the number of shares of Common Stock which the aggregate subscription or exercise price to be paid for all Additional Shares would purchase at the then Current Market Price; and (ii) the Current Warrant Price as to the number of shares for which such Warrants are exercisable prior to such adjustment shall be adjusted as provided in Section 4.3(a) on the basis that reduced by multiplying such Current Warrant Price by a fraction (iX) the maximum numerator of which shall be the number of Additional Shares shares for which such Warrants are exercisable immediately prior to such record date; and (Y) the denominator of which shall be the number of shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock Warrants are issuable to exercisable immediately after such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereofrecord date. No further adjustments of the number of shares of Common Stock for which this Warrant is Warrants are exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securitiesrights.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if (a) If at any time after the Closing Date the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisableexercisable other than Permitted Issuances, then: (i) in the case of any such dividend or distribution, the number of shares of Common Stock for which a Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) in the case of any such issuance (other than as a dividend or distribution) or sale, if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (iA) the maximum number of Additional Shares of Common Conunon Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall be deemed to have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereofIssuances, if at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a5.2(a) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the consideration, if any, payable for such warrants or other rights as of the date of the actual issuance thereof. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the where Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares additional shares of Common Stock other than Permitted Shares or any securities convertible into or exchangeable for Common Stock other than Permitted Shares (“Convertible Securities”), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share of Common Stock for which shares of Common Stock is are issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price VWAP in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a3(c) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, outstanding and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof the number of shares of Common Stock for which this Warrant is exercisable and such warrants or other rights, provided that if any adjustment would reduce the Exercise Price to below the par value of the shares of the Common Stock, the Company will first reduce the par value to below such adjusted Exercise Price. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of and the Current Warrant Exercise Price shall be made upon the actual issue of such additional shares of Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such shares of Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company Issuer is the surviving corporation) issue or sell, any warrants Common Stock Equivalents (other than the Warrants) or issue any warrant or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securitiestherefor), whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants Common Stock Equivalents (or any warrant or other rights or upon conversion or exchange of such Convertible Securities therefor) shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then (i) the number of shares of Common Stock for which this Warrant is exercisable shall be adjusted to equal that number of shares of Warrant Stock that the Holder would have been entitled to receive after the happening of any of the events described in this Section 4(e) if such Warrant Stock had been issued immediately prior to the happening of such event, such adjustment to become effective concurrently with the effectiveness of such event, and (ii) the Current Warrant Price then in effect shall be adjusted as provided in Section 4.3(a4(d) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants Common Stock Equivalents (or upon the issuance of any warrant or other rights or necessary to effect the conversion or exchange of all such Convertible Securities therefor) shall be deemed to have been issued and outstanding, (ii) outstanding and the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company Issuer shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the Warrant Price then in effect or the number of shares of Common Warrant Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities Common Stock Equivalents upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible SecuritiesCommon Stock Equivalents.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if (a) If at any time after January 22, 1996 the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and if the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then then: (i) the number of shares of Common Stock for which this a Warrant is exercisable shall be adjusted to equal the product obtained by 9 9 multiplying the number of shares of Common Stock for which a Warrant is exercisable immediately prior to the taking of such record or such issuance or sale by a fraction (A) the numerator of which is the number of shares of Common Stock which would be Outstanding immediately after the issuance or sale of the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities, and (B) the denominator of which is the number of shares of Common Stock Outstanding immediately prior to the taking of such record or the issuance or sale of such warrants or other rights; and (ii) the Current Warrant Price shall be adjusted as provided in Section 4.3(a) on the basis that (iA) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (iiB) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iiiC) the Company shall be deemed to have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price or number of Warrants shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible SecuritiesSecurities other than Permitted Issuances, whether or not the rights to exchange or convert thereunder are immediately exercisable, and then the price per share number of shares of Common Stock for which this Warrant is exercisable shall be adjusted as provided in Section 4.3 (and if the Warrant consideration as provided in Section 4.7 per Common Stock is issuable share receivable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of either the Current Warrant Price and or the Current Market Price in effect immediately prior to the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3(a4.3) on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for of such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue of such Common Stock upon such conversion or exchange of such Convertible Securities, provided that, where no such adjustment has been made at the time of issuance, an adjustment shall be made at the time of the conversion of any such Convertible Securities or at the time of the exercise of any such warrants or other rights if such an adjustment is required by Section 4.3.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or if, at any time after the consummation of an IPO when the Common Stock is listed or admitted for trading on a principal national securities exchange or inter-dealer quotation system and the Market Price is less than the Exercise Price, the Company shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such warrants or other rights or upon conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Price in effect immediately prior to the time of such distribution, issue or saleExercise Price, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a6(c) on the basis that (i) the maximum number of Additional Shares shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) outstanding and the price per share for such Additional Shares of Common Stock Company shall be deemed to be the lowest price per share at which such Additional Shares of Common Stock are issuable to such holders, and (iii) the Company shall have received all of the considerationconsideration payable therefor, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments adjustment of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Price Exercise Price(s) shall be made upon the actual issue issuance of such Common Stock or of such Convertible Securities upon exercise of such warrants or other rights or upon the actual issue issuance of such Common Stock upon such conversion or exchange of such Convertible Securities.

Issuance of Warrants or Other Rights. Except with respect to Permitted Issuances and distributions on behalf of which a payment is made to the Holder of this Warrant pursuant to Section 16 hereof, if If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner (whether directly or by assumption in a merger in which the Company is the surviving corporation) issue or sell, any warrants (other than the Warrants) or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon on the exercise of such warrants or other rights or upon on conversion or exchange of such Convertible Securities shall be less than the greater of the Current Warrant Price and the Current Market Exercise Price in effect immediately prior to before the time of such distribution, issue or sale, then the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Exercise Price shall be adjusted as provided in Section 4.3(a) 3C on the basis that (i) the maximum number of Additional Shares of Common Stock issuable pursuant to all such warrants or other rights or necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to have been issued and outstanding, (ii) the price per share for such Additional Shares of Common Stock shall be deemed to be the lowest possible price per share in any range of prices per share at which such Additional Shares of Common Stock are issuable available to such holders, and (iii) the Company shall have received all of the considerationconsideration payable in respect of the issuance of such warrants or other rights, if any, payable for such warrants or other rights as of the date of the actual issuance thereofof such warrants or other rights. No further adjustments of the number of shares of Common Stock for which this Warrant is exercisable or of the Current Warrant Exercise Price shall be made upon on the actual issue of such Common Stock or of such Convertible Securities upon on exercise of such warrants or other rights or upon on the actual issue of such Common Stock upon on such conversion or exchange of such Convertible SecuritiesSecurities except as provided in Section 3F. For the purposes of this Section 3D, the date as of which the Current Market Price of Common Stock shall be computed shall be the earliest of (a) the date on which the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any such warrants or other rights, (b) the date on which the Company shall enter into a binding contract for the issuance of such warrants or other rights or (c) the date of actual issuance of such warrants or other rights.