Common use of Stock Purchase Rights Clause in Contracts

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

Stock Purchase Rights. In case the Company shall issue --------------------- rights, options or warrants to all holders of its Common Stock options(not being available on an equivalent basis to Holders of the Units upon settlement of the Purchase Contracts underlying such Units) entitling them, warrants for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive such rights, options or other rights entitling them warrants, to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share less than the Current Market Price per share of the Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such optionsrights, options or warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar reinvestment plan), the Conversion Price Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying dividing such Conversion Price Settlement Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by of the Company upon offering price of the exercise, conversion total number of shares of Common Stock so offered for subscription or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) purchase would purchase at such Current Market Value Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided. For the purposes of this paragraph (2), however, that no such adjustment to the Conversion Price number of shares of Common Stock at any time outstanding shall be made if not include shares held in the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any treasury of the foregoing optionsCompany but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants or other rights are only exercisable upon in respect of shares of Common Stock held in the occurrence treasury of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursCompany.

Stock Purchase Rights. In case the Company shall issue rights, options or warrants to all holders of its Common Stock options, warrants or other rights (not being available on an equivalent basis to Holders of the Equity Units and Stripped Equity Units upon settlement of the Forward Purchase Contracts underlying such Equity Units and Stripped Equity Units) entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share less than the Current Market Price per share of the Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such optionsrights, options or warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price Settlement Rate or Early Settlement Rate, as applicable, in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying dividing such Conversion Price Settlement Rate or Early Settlement Rate, as applicable, by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by of the Company upon offering price of the exercise, conversion total number of shares of Common Stock so offered for subscription or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) purchase would purchase at such Current Market Value Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided. For the purposes of this paragraph (2), however, that no such adjustment to the Conversion Price number of shares of Common Stock at any time outstanding shall be made if not include shares held in the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any treasury of the foregoing optionsCompany but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants or other rights are only exercisable upon in respect of shares of Common Stock held in the occurrence treasury of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursCompany.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock optionsrights, warrants options or other rights warrants, entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such optionsrights, options or warrants or other rights at a price per share of Common Stock common stock (or having a conversion price per share) less than 95% of the Market Value on as of the date fixed for the determination of stockholders of the Company entitled to receive such optionsrights, options or warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day Business Day following the date fixed for such determination shall be adjusted decreased by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such optionsrights, options or warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment decrease to become effective immediately after the opening of business on the day Business Day following the date fixed for such determination; provided, however, that no such adjustment to the of Conversion Price shall be made if the Holders would be entitled to receive such optionsrights, options or warrants or other rights pursuant to Section 3without conversion and based on the applicable Conversion Rate; provided, provided further, however, that if any of the foregoing optionsrights, options or warrants or other rights are is only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3upon conversion at any time of shares of Convertible Preferred Stock into Common Stock; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursoccurs or, if earlier, the applicable Conversion Date.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 32; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

Stock Purchase Rights. In case the Company shall issue issue, to all holders of its Common Stock optionsOrdinary Shares, rights, options or warrants to all holders of its Ordinary Shares (that are not available on an equivalent basis to Holders of the Units upon settlement of the Purchase Contracts underlying such Units) entitling them, for a period expiring within 45 days after the record date for the determination of shareholders entitled to receive such rights, options or other rights entitling them warrants, to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights Ordinary Shares at a price per share of Common Stock less than 95% the Current Market Price per share of the Market Value Ordinary Shares on the date fixed for the determination of stockholders of the Company shareholders entitled to receive such optionsrights, warrants options or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan)warrants, the Conversion Price Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying dividing such Conversion Price Settlement Rate by a fraction, the numerator of which shall be the number of shares of Common Stock Ordinary Shares outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock Ordinary Shares which the aggregate consideration expected to be received by of the Company upon offering price of the exercise, conversion total number of Ordinary Shares so offered for subscription or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) purchase would purchase at such Current Market Value Price per Ordinary Share and the denominator of which shall be the number of shares of Common Stock Ordinary Shares outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock Ordinary Shares so offered for subscription or purchase, either directly or indirectly, such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided. For the purposes of this paragraph (2), however, that no such adjustment to the Conversion Price number of Ordinary Shares at any time outstanding shall be made if not include shares held in the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any treasury of the foregoing optionsCompany but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of Ordinary Shares. The Company shall not issue any such rights, options or warrants or other rights are only exercisable upon in respect of Ordinary Shares held in the occurrence treasury of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursCompany.

Stock Purchase Rights. In case the Company shall issue rights, options or warrants to all holders of its Common Stock options(not being available on an equivalent basis to Holders of the Units upon settlement of the Purchase Contracts underlying such Units) entitling them, warrants for a period expiring within 45 days after the record date for the determination of stockholders entitled to receive such rights, options or other rights entitling them warrants, to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share less than the Current Market Price per share of the Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such optionsrights, options or warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar reinvestment plan), the Conversion Price Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying dividing such Conversion Price Settlement Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by of the Company upon offering price of the exercise, conversion total number of shares of Common Stock so offered for subscription or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) purchase would purchase at such Current Market Value Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided. For the purposes of this paragraph (2), however, that no such adjustment to the Conversion Price number of shares of Common Stock at any time outstanding shall be made if not include shares held in the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any treasury of the foregoing optionsCompany but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants or other rights are only exercisable upon in respect of shares of Common Stock held in the occurrence treasury of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursCompany.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3upon conversion at any time of shares of Series A Preferred Stock into Common Stock; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

Stock Purchase Rights. In case the Company shall issue to all or substantially all holders of its Common Stock rights, options, warrants or other rights securities, entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such rights, options, warrants or other rights securities at a price per share of Common Stock less than 95% of the Current Market Value Price on the date fixed for the determination of stockholders of the Company entitled to receive such rights, options, warrants or other rights securities (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price each Fixed Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying such Conversion Price dividing each Fixed Settlement Rate by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or other rights securities (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Current Market Value Price and (B) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, each such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided. For the avoidance of doubt, howeverif any right, that no such adjustment option, warrant or other security described in this paragraph is not exercised or converted prior to the Conversion Price expiration of the exercisability or convertibility thereof, the new Fixed Settlement Rate shall be made readjusted to the Fixed Settlement Rate that would then be in effect if the Holders would be entitled to receive such optionsright, warrants option, warrant or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable security had not been so issued upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occursexpiration.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock options, warrants or other rights entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 days from the date of issuance of such options, warrants or other rights at a price per share of Common Stock less than 95% of the Market Value on the date fixed for the determination of stockholders of the Company entitled to receive such options, warrants or other rights (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Conversion Price in effect at the opening of business on the day following the date fixed for such determination shall be adjusted by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such options, warrants or other rights (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such adjustment to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.

Stock Purchase Rights. In case the Company shall issue to all holders of its Common Stock (such issuance not being available on an equivalent basis to Holders of the HiMEDS Units upon settlement of the Purchase Contracts) rights, options, warrants or other rights securities, entitling them to subscribe for or purchase shares of Common Stock for a period expiring within 60 45 days from the date of issuance of such rights, options, warrants or other rights securities at a price per share of Common Stock less than 95% of the Current Market Value Price on the date fixed for the determination of stockholders of the Company entitled to receive such rights, options, warrants or other rights securities (other than pursuant to a dividend reinvestment, share purchase or similar plan), each of the Conversion Price Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor in effect at the opening of business on the day following the date fixed for such determination shall be adjusted increased by multiplying such Conversion Price dividing each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-dilution Factor by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise, conversion or exchange of such rights, options, warrants or other rights securities (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) would purchase at such Current Market Value Price and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, each such adjustment increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such options, warrants or other rights pursuant to Section 3; provided, further, however, that if any of the foregoing options, warrants or other rights are only exercisable upon the occurrence of a Triggering Event, then the Conversion Price will not be adjusted until such Triggering Event occurs.