Common use of Subscription Rights Clause in Contracts

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, Stock evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) 5.1 and 5(b) 5.2 above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for distribute to all of the distribution to holders of its Common Stock, Stock evidence of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in Sections 5(aparagraphs 6(a) and 5(b(b) above)) and similar rights are not concurrently distributed to the Registered Owner, then in each such case the Exercise Price at which this the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the per-share Market Price Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding ten percent (10% %) of the net assets of the Company, such fair market value shall be determined by an appraiser one Appraiser selected in good faith by the registered owners of a majority Registered Owner of the Warrant Stock then outstandingWarrant; and provided, further, that the Company, after receipt of the determination by such appraiser Appraiser shall have the right to select in good faith an additional appraiser Appraiser meeting the same qualifications, similar qualifications in which case the fair market value shall be equal to the average of the determinations by each such appraiserAppraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections Section 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Subscription Rights. If the CompanyIssuer, at any time while this Warrant during the period commencing on the Closing Date through and including the date which is outstanding15 months from the Closing Date, shall fix a record date for distribute to all of the distribution to holders of its Common Stock, evidence Stock evidences of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in Sections 5(aparagraphs 6(a) and 5(b(b) above), then in each such case the Exercise Conversion Price at which this Warrant Security shall thereafter be exercisable shall be determined by multiplying the Exercise Conversion Price in effect immediately prior to such the record date fixed for determination of shareholders entitled to receive such distribution by a fractionfraction the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the per-share Market Price Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding ten percent (10% %) of the net assets of the CompanyIssuer, such fair market value shall be determined by a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (an appraiser "Appraiser") selected in good faith by the registered owners of a majority Holder of the Warrant Stock then outstandingSecurity; and provided, further, that the CompanyIssuer, after receipt of the determination by such appraiser Appraiser shall have the right to select in good faith an additional appraiser Appraiser meeting the same qualifications, in good faith, in which case the fair market value shall be equal to the average of the determinations by each such appraiserAppraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above; provided, however, that if (X) (1) the Registration Statement (as defined in the Registration Rights Agreement) is then in effect and has been in effect and sales of all of the Registrable Securities can be made thereunder for at least twenty (20) Trading Days prior to a Trigger Date; (2) the Issuer has, at all times prior to the Trigger Date, a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of all of the Securities issued pursuant to the Purchase Agreement; and (3) no Event of Default shall have occurred and be continuing; and (Y) the Per Share Market Value is greater than 150% of the Conversion Price in effect on the Closing Date for any five (5) consecutive Trading Days prior to the 180th day following the Closing Date, then this provision shall expire automatically on the 180th day following the Closing Date.

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for distribute to all of the distribution to holders of its Common Stock, Stock evidence of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in Sections 5(aparagraphs 6(a) and 5(b(b) above), then in each such case the Exercise Price at which this the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the per-share Market Price Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding ten percent (10% %) of the net assets of the Company, such fair market value shall be determined by an appraiser Appraiser selected in good faith by the registered owners of a majority Registered Owner of the Warrant Stock then outstandingWarrant; and provided, further, that the Company, after receipt of the determination by such appraiser Appraiser shall have the right to select in good faith an additional appraiser Appraiser meeting the same qualifications, qualifications in which case the fair market value shall be equal to the average of the determinations by each such appraiserAppraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

Subscription Rights. If the Company, at any time while this Warrant is outstanding, shall fix a record date for distribute to all of the distribution to holders of its Common Stock, Stock evidence of its indebtedness or assets or rights, options, rights or warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire purchase any security (excluding those referred to in Sections 5(aparagraphs 6(a) and 5(b(b) above), then in each such case the Exercise Price at which this the Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such the record date fixed for determination of shareholders entitled to receive such distribution by a fraction, the denominator of which shall be the Per Share Market Value of Common Stock determined as of the record date mentioned above, and the numerator of which shall be such Per Share Market Value of the per-share Market Price Common Stock on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding ten percent (10% %) of the net assets of the Company, such fair market value shall be determined by an appraiser Appraiser selected in good faith by the registered owners of a majority Registered Owner of the Warrant Stock then outstandingWarrant; and provided, further, that the Company, after receipt of the determination by such appraiser Appraiser shall have the right to select in good faith an additional appraiser Appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiserAppraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.