Common use of Treatment of Options and Convertible Securities Clause in Contracts

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be -------- deemed to have been issued unless the consideration per share (determined pursuant to section 2.5) of such shares would be less than the lesser of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in -------- ------- which Additional Shares of Common Stock are deemed to be issued

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company entitled to receive, any Options or Convertible SecuritiesSecurities (other than warrants issued as an ancillary part of any bank facility or borrowing from any financial institution not undertaken to raise, or raising, directly or indirectly, equity capital) (whether or not the rights thereunder are immediately exercisable) then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment commencement of ex-dividend trading), provided PROVIDED that such Additional Shares of Common Stock shall not be -------- deemed to have been issued unless (i) the consideration per share (determined pursuant to section 2.5Section 3.5) of such shares would be less than either the lesser of Purchase Price or the Current Average Market Price and the Warrant Price as in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, be and provided, further, that in any (ii) such case in -------- ------- which Additional Shares of Common Stock are deemed not purchasable pursuant to be issuedRights referred to in Section 3.10, and PROVIDED, FURTHER, that

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities Common Stock entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be -------- deemed to have been issued unless the consideration per share (determined pursuant to section 2.5) of such shares would be less than the lesser of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in -------- ------- which Additional Shares of Common Stock are deemed to be issued

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares issued for purposes of Common Stock issued Section 6.02 as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-ex- dividend basis, on the date prior to the commence ment commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be -------- deemed to have -------- been issued unless the consideration per share (determined pursuant to section 2.5Section 6.05) of such shares would be less than the lesser of the Current Market Price and or the Warrant Exercise Price in effect effect, in each case, on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, further, that in any such case in -------- ------- which Additional Shares of -------- ------- Common Stock are deemed to be issued,

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options (except for Options issued or issuable to employees of the Company entitling such employees to acquire up to a maximum of 5% of the Common Stock on a fully diluted basis determined at the time of the issuance or grant of these employee options or the options to acquire 11,593 shares of Common Stock issued to former employees of Xxxxxxx Systems, Inc. in connection with the acquisition by the Company of the assets of Xxxxxxx Systems, Inc. and Consumer Relations Technology, Inc.) or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment commencement of ex-dividend trading), provided that such Additional Shares of -------- Common Stock shall not be -------- deemed to have been issued unless the consideration per share (determined pursuant to section 2.5) of such shares would be less than the lesser greater of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-ex- dividend basis, on the date prior to the commencement of ex-ex- dividend trading), as the case may be, and provided, -------- further, that in any such case in -------- ------- which Additional Shares of Common Stock are ------- deemed to be issued

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment commencement of ex-dividend trading), provided PROVIDED that such Additional Shares of Common Stock shall not be -------- deemed to have been issued unless the consideration per share (determined pursuant to section 2.5) of such shares would be less than the lesser of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and providedPROVIDED, furtherFURTHER, that in any such case in -------- ------- which Additional Shares of Common Stock are deemed to be issued

Treatment of Options and Convertible Securities. In case the ----------------------------------------------- Company at any time or from time to time after the date hereof shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities of the Company entitled to receive, any Options or Convertible SecuritiesSecurities (whether or not the rights thereunder are immediately exercisable) and the consideration per share (determined pursuant to Section 3.6) of the shares issuable upon the exercise of such Options or, in the case of Convertible Securities and the Options therefor, the conversion or exchange of such Convertible Securities would be less than the Current Market Price but greater than Purchase Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued for the purposes of Section 3.5 as of the time of such issue, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commence ment of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be -------- deemed to have been issued unless the consideration per share (determined pursuant to section 2.5) of such shares would be less than the lesser of the Current Market Price and the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), as the case may be, and provided, furtherPROVIDED, that in any such case in -------- ------- which Additional Shares of Common Stock are deemed to be issued: