Common use of Rights Issue Clause in Contracts

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares to all holders of Shares, entitling such holders to subscribe for or purchase Shares or stock, or securities convertible into or exchangeable or exercisable for Shares within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Shares (the "Consideration") is lower at the record date for such issuance than ------------- the then Current Market Value per share of such Shares, the number of Shares thereafter purchasable shall be increased to a number determined by multiplying the number of Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional Shares offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Shares which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof Closing Date the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible into or exchangeable intofor, Shares to all holders of SharesCommon Stock, entitling such holders to subscribe for or purchase Shares shares of Common Stock or stock, stock or securities convertible into or exchangeable for Common Stock, whether or exercisable for Shares within 60 days after the record date for such issuancenot immediately exercisable, sale, distribution convertible or other grantexchangeable, as the case may be, and the sum of (a) the offering subscription or purchase price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchaseof Common Stock or the price per share of Common Stock issuable upon exercise, conversion or exchange price per share of Shares (the "Consideration") thereof is lower at on the record date for such issuance than ------------- the then Current Market Value per share of such SharesCommon Stock, then the number of Shares shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of Shares issuable shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the record date upon exercise of each Warrant issuance of such rights, options, warrants or securities by a fraction, (a) the numerator of which shall be (i) the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus (ii) the number of additional Shares shares of Common Stock offered for subscription or purchase or into issuable upon exercise of such options or warrants or for which such securities are convertible into or exchangeableexchangeable for, and (b) the denominator of which shall be the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Shares shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through issuance of the Consideration with respect to such issuancerights, salewarrants, distribution options, or other grantconvertible securities. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however. Notwithstanding any other provision of this Section 5.3, that the Company is number of shares of Common Stock purchasable upon exercise of any Warrant shall not required to make an adjustment be adjusted pursuant to this Section 4.1(c5.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities described in clause (a) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Shares purchasable upon exercise of each Warrant5.4. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible into or exchangeable intofor, Shares Common Stock subject to this Section 4.1(c)5.3, the consideration allocated to each such security shall be determined in good faith by the BoardBoard whose determination shall be evidenced by a Board resolution filed with the Warrant Agent, a certified copy of which shall be delivered to each Holder.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Ordinary Shares to all holders of Ordinary Shares, entitling such holders to subscribe for or purchase Ordinary Shares or stock, stock or securities convertible into or exchangeable or exercisable for Ordinary Shares within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Ordinary Shares (the "Consideration") is lower at the record date for such issuance than ------------- the then Current Market Value per share of such Ordinary Shares, the number of Ordinary Shares thereafter purchasable shall be increased to a number determined by multiplying the number of Ordinary Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional Ordinary 26 22 Shares offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Ordinary Shares which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Ordinary Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Ordinary Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares to all holders of SharesCommon Stock, entitling such holders to subscribe for or purchase Shares shares of Common Stock or stock, stock or securities convertible into Common Stock, whether or exchangeable not immediately exercisable, convertible or exercisable for Shares within 60 days after the record date for such issuance, sale, distribution or other grantexchangeable, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a consideration to be received per share basis) and (b) any subscription, purchaseof Common Stock issuable upon exercise, conversion or exchange price per share of Shares (the "Consideration") thereof is lower at the record date for such issuance than ------------- the then Current Market Value per share of such SharesCommon Stock, then the number of Shares shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of Shares issuable shares of Common Stock purchasable upon the exercise of such Warrant immediately prior to the record date upon exercise of each Warrant issuance of such rights, options, warrants or securities by a fraction, the numerator of which shall be the number of Shares shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or securities plus the number of additional Shares shares of Common Stock offered for subscription or purchase or issuable upon exercise of options or warrants or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of Shares shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or securities plus the total number of Shares shares of Common Stock which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such consideration received through issuance, saleexercise, distribution conversion or other grantexchange of such rights, warrants, options, or convertible securities. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however. Notwithstanding any other provision of this Section 4.3, that the Company is number of shares of Common Stock purchasable upon exercise of any Warrant shall not required to make an adjustment be adjusted pursuant to this Section 4.1(c4.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities in connection with: (a) if a firm commitment underwritten public offering of rights, or convertible or exchangeable securities by the Company, (b) a private placement of rights or convertible or exchangeable securities by the Company shall make in which at least 50% of the same distribution securities being issued are issued to Holders Persons who are not Affiliates of Warrants. No adjustment shall be made pursuant the Company or any holder of Common Stock other than the Warrants or the Warrant Shares, and (c) the issuance or grant of rights or options to this Section 4.1(c) which shall have the effect Company’s employees under bona fide employee benefit plans adopted by the Board and approved by the holders of decreasing Common Stock when required by law, provided that the number of Shares purchasable upon exercise shares of each WarrantCommon Stock underlying such rights and options do not exceed 5% of the Common Stock outstanding on the date hereof. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible into or exchangeable intofor, Shares Common Stock subject to this Section 4.1(c)4.3, the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares shares of Common Stock to all holders of Sharesshares of Common Stock, entitling such holders to subscribe for or purchase Shares shares of Common Stock or stock, stock or securities convertible into or exchangeable or exercisable for Shares shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Shares Common Stock (the "ConsiderationCONSIDERATION") is lower at the record date for such issuance than ------------- the then Current Market Value per share of such SharesCommon Stock, the number of Shares shares of Common Stock thereafter purchasable shall be increased to a number determined by multiplying the number of Shares shares of Common Stock issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional Shares shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Shares shares of Common Stock which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(cSection 4.1 (c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Shares shares of Common Stock subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issueissue rights, sell, distribute options or otherwise grant any rights warrants entitling the holders thereof to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares to all holders of Ordinary Shares, entitling such holders to subscribe for or purchase Shares or stock, or securities convertible into or exchangeable or exercisable for Ordinary Shares within 60 days after the record date to all holders of Ordinary Shares without any charge, entitling such holders to subscribe for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on purchase Ordinary Shares at a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Shares (the "Consideration") that is lower at the record date for such issuance than ------------- the then Current Market Value per share of such SharesOrdinary Share, the number of Ordinary Shares thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of Ordinary Shares theretofore issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional Ordinary Shares offered for subscription or purchase or into or for which such securities that are convertible issued are convertible, exchangeable or exchangeableexercisable, and the denominator of which shall be the number of Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Ordinary Shares which could the aggregate consideration expected to be purchased received by the Company (assuming the exercise or conversion of all such rights, options, warrants or securities) would purchase at the then Current Market Value with per Ordinary Share. Subject to Section 4.08, in the aggregate event of any such adjustment, the Consideration with respect Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such issuance, sale, distribution or other grantdate of issuance by the aforementioned fraction. Such adjustment shall be made whenever immediately after such rights, options or warrants are issued and shall become effective retroactively immediately after effective, retroactive to the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) 4.03 which shall have the effect of decreasing the number of Ordinary Shares purchasable upon exercise of each Warrant. If Warrant or of increasing the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the BoardExercise Price.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares shares of Common Stock to all holders of Sharesshares of Common Stock, entitling such holders to subscribe for or purchase Shares shares of Common Stock or stock, stock or securities convertible into or exchangeable or exercisable for Shares shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Shares Common Stock (the "Consideration") is lower at the record date for such issuance than ------------- the then Current Market Value per share of such SharesCommon Stock, the number of Shares shares of Common Stock thereafter purchasable shall be increased to a number determined by multiplying the number of Shares shares of Common Stock issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional Shares shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of Shares shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of Shares shares of Common Stock which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Shares shares of Common Stock subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In case the event that at any time Company, prior to redemption, shall issue rights, options, warrants or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any convertible securities convertible or exchangeable into, Shares to all holders of Shares, the Common Stock entitling such holders them to subscribe for or purchase Shares or stock, Common Stock or securities convertible into or exchangeable or exercisable for Shares within 60 days after Common Stock at a price per share less than the current value of the Common Stock (as determined in accordance with Section 4.6 below) on the record date for the issuance of such issuancesecurities, saleinstruments or rights or the granting of such securities, distribution options or other grantwarrants, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Shares (the "Consideration") is lower at Warrant Price to be in effect after the record date for such the issuance than ------------- the then Current Market Value per share of such Shares, rights or the number granting of Shares thereafter purchasable such options or warrants shall be increased to a number determined by multiplying the number of Shares issuable Warrant Price in effect immediately prior to the such record date upon exercise of each Warrant by a fraction, the numerator of which shall be (i) the sum of (a) the number of Shares shares of Common Stock outstanding on the date of issuance of immediately prior to such rights, options, warrants or securities plus sale and (b) the number of additional Shares offered for subscription or purchase or into or for shares of Common Stock which could be purchased at the current value of the Common Stock (as determined in accordance with Section 4.6 below) with the consideration received by the Company upon such securities are convertible or exchangeablesale, and the denominator of which shall be the total number of Shares shares of Common Stock that would be outstanding on immediately after such sale if the date full amount of issuance of such rightsconvertible securities, options, warrants or securities plus the total number of Shares which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment shall be made whenever such rights, options or warrants are issued and shall become effective retroactively were exercised immediately after the record date for the determination of stockholders entitled to receive such rightssale. Additionally, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Shares shares of Common Stock purchasable upon exercise of each WarrantWarrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock issuable upon exercise of each Warrant by the Warrant Price in effect immediately prior to the adjustment made and under this Section 4.4 and dividing the product so obtained by the Warrant Price in effect immediately after the adjustment. If In the Company at any time event such securities, instruments or rights shall issue two change or more securities as a unit and one expire, or more of such convertible securities shall not be rightsconverted, options or warrants for or securities convertible or exchangeable into, Shares subject to this Section 4.1(c), the consideration allocated to each such security any adjustment previously made hereunder shall be determined in good faith readjusted to such as would have obtained on the basis of the rights as modified by the Boardsuch change or expiration.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issueissue rights, sell, distribute options or otherwise grant any rights warrants entitling the holders thereof to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, Shares to all holders shares of Shares, entitling such holders to subscribe for or purchase Shares or stockCommon Stock, or securities convertible into or exchangeable or exercisable for Shares within 60 days after Common Stock to all holders of Common Stock (other than in connection with the record date adoption of a shareholder rights plan by the Company) without any charge, entitling such holders to subscribe for such issuance, sale, distribution or other grant, as the case may be, and the sum purchase shares of (a) the offering price of such right, option, warrant or other security (on Common Stock at a per share basis) and (b) any subscription, purchase, conversion or exchange price per share that as of Shares (the "Consideration") is lower at the record date for such issuance is less than ------------- the then Current Market Value per share of such SharesCommon Stock, the number of Shares thereafter purchasable shares of Common Stock issuable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of Shares shares of Common Stock theretofore issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of Shares outstanding shares of Common Stock out- standing on the date of issuance of such rights, options, warrants or securities plus the number of additional Shares shares of Common Stock offered for subscription or purchase or into or for which such securities that are convertible issued are conver- tible, exchangeable or exchangeableexercisable, and the denominator of which shall be the number of Shares outstanding shares of Common Stock out- standing on the date of issuance of such rights, options, warrants or securities plus the total number of Shares shares of Common Stock which could the aggregate consideration expected to be purchased received by the Company (assuming the exercise or conver- sion of all such rights, options, warrants or securities) would purchase at the then Current Market Value with per share of Common Stock. Subject to Section 4(g), in the aggregate event of any such adjustment, the Consideration with respect Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such issuance, sale, distribution or other grantdate of issuance by the aforementioned frac- tion. Such adjustment shall be made whenever immediately after such rights, options or warrants are issued and shall become effective retroactively immediately after effective, retroactive to the record date for the determination determina- tion of stockholders entitled to receive such rights, options, warrants or securities; provided however. Except as set forth in Section 4(f), that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No no adjustment shall be made pursuant to this Section 4.1(c4(c) which shall have the effect of decreasing the number of Shares shares of Common Stock purchasable upon exercise of each Warrant. If Warrant or of increasing the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the BoardExercise Price.