Common use of Stock Splits, Combinations and Dividends Clause in Contracts

Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock issued by the Parent in shares of Common Stock, the Fixed Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event. Share Issuances. Subject to the provisions of this Section 2.6, if the Parent shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person other than the Holder (except (i) pursuant to Sections 2.6(a) or (b) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing (either in a Schedule to the Security Agreement or in ay of the Parent's SEC Reports or Exchange Act Filings); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------- A + B -------------------------- (A + B) + [((C - D) x B) / C] -------------------------- A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price

Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock issued by the Parent in shares of Common Stock, the Fixed Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event. Share Issuances. Subject to the provisions of this Section 2.63.7, if the Parent Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder (except otherwise than (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed set forth in the Schedules to the Holder in writing (either in a Schedule to the Security Purchase Agreement or in ay dated as of the Parent's SEC Reports or Exchange Act Filingsdate hereof between the Borrower and the Holder, which agreement is incorporated herein by this reference (the " Purchase Agreement "); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the "" Offer PricePrice ") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula belowsuch lower Offer Price. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the conversion, exercise or exchange of such securities. Computation of Consideration. For purposes of any computation respecting consideration received pursuant to Subsection C above, the following shall apply: in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such securities pursuant to cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the formula below. If Company for any underwriting of the Parent issues any additional issue or otherwise in connection therewith; in the case of the issuance of shares of Common Stock for a consideration per share less in whole or in part other than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issuecash, the Fixed Conversion Price consideration other than cash shall be adjusted by multiplying deemed to be the then applicable Fixed Conversion Price fair market value thereof as determined in good faith by the following fraction: -------------------------- A + B -------------------------- Board of Directors of the Company (A + B) + [((C - D) x B) / C] -------------------------- A = Total amount irrespective of shares convertible pursuant to the Notes B = Actual shares sold accounting treatment thereof); and in the offering C = Fixed Conversion Pricecase of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (a) and (b) of this Subsection (D)).