Common use of Change in Option Price or Conversion Rate Clause in Contracts

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c), if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities Aggregate Consideration or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which that would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration Aggregate Consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase; provided, further, that no adjustment shall be made hereunder as a result of a change of any such conversion rate as a result of the issuance of securities for which an adjustment would otherwise be made under Section 6(a). For purposes of this Section 4.1(c6(c)(iii), if the terms of any Option or -------------- Convertible Security which that was outstanding as of the date of issuance of the Preferred Units hereof are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- provided, that, no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increasedincreased above the initial Exercise Price in effect upon issuance of Warrants on the date hereof.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which that would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this Section 4.1(c5.3(c), if the terms of any Option or -------------- Convertible Security which that was outstanding as of the date of issuance of the Preferred Units Original Issue Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- provided, that, no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the issuance, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units changes Stock change (by their terms or by amendment, waiver or otherwise) at any time, the Conversion Price for each series number of Preferred Units in effect at the time shares of such change Warrant Stock acquirable upon exercise of this Warrant shall be immediately adjusted immediately, subject to the applicable Conversion Price which proviso of the following sentence, to the number of shares that would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c)paragraph 2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date Date of issuance Issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series number of Preferred Units shares of Warrant Stock acquirable upon exercise of this Warrant to be increaseddecrease.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment would result in an increase of the Conversion Price then in effect, such adjustment shall not be effective until thirty (30) days after written notice thereof has been given by the Company to all holders of the Notes. For purposes of this Section 4.1(cparagraph 5(c), if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; provided that no such -------- change shall at any time cause the Exercise Price hereunder to be increased. For purposes of this Section 4.1(c)paragraph 2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date Date of issuance of the Preferred Units Issuance are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion -------- Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; provided that if such adjustment would result in an increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Warrants. For purposes of this Section 4.1(c)2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date Date of issuance Issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If If, in the case of Options and Convertible Securities issued on or after the Date of Issuance, the purchase ----------------------------------------- price provided for in any such Options, the additional consideration, if any, payable upon the conversion or exchange of any such Convertible Securities or the rate at which any such Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; provided, that if such adjustment would result in an increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Warrants. For purposes of this Section 4.1(c)2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date Date of issuance of the Preferred Units Issuance are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increasedincreased or the number of shares of Common Stock issuable hereunder to be decreased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c)6C, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Series D Preferred Units Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided provided, that -------- (A) no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the exercise and/or conversion price with respect to the Bayview Warrant, the Iver Note, the CEX Convertible Note, the Common Warrants, the Series B Preferred Stock, the C Preferred Stock and the Series C Warrants pursuant to and in accordance with the antidilution protection provisions of such securities as in effect on February _____, 2001.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon on the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Ordinary Shares changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall will be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Ordinary Shares issuable hereunder will be correspondingly adjusted. For purposes of this Section 4.1(c)paragraph 7.2, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Ordinary Shares deemed issuable upon on exercise, conversion or exchange thereof shall will be deemed to have been issued as of the date of such change; provided that -------- . Notwithstanding the foregoing no such change shall will at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; PROVIDED, that if such adjustment would result in an increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Corporation to all holders of the Shares. For purposes of this Section 4.1(c2(b), if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided PROVIDED that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c)5C, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Series H Preferred Units Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued and sold as of the date of such change; provided provided, that -------- (A) no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the exercise and/or conversion price with respect to the Bayview Warrant, the Common Warrants, the Series D Preferred Stock and Series F Preferred Stock only, the Series B Preferred Stock, the Series C Preferred Stock, the Series C Warrants, the Preferred Warrants and the exercise of the Bridge Warrants, pursuant to and in accordance with the antidilution protection provisions of such securities as in effect on the date hereof.

Change in Option Price or Conversion Rate. If any of (a) the purchase ----------------------------------------- price provided for in any Options, (b) the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or (c) the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, then the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Warrant Stock shall be correspondingly adjusted. For purposes of this Section 4.1(cparagraph 2(b), if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which that would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Exercise Price would result in an increase in the Exercise Price then in effect, the Company will promptly give all Holders written notice of such increase. For purposes of this Section 4.1(c5.3.(c), if the terms of any Option or -------------- Convertible Security which that was outstanding as of the date of issuance of the Preferred Units Original Issue Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- provided, that, no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c)5.3, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Series J Preferred Units Stock are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued and sold as of the date of such change; provided provided, that -------- (A) no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the exercise and/or conversion price with respect to the outstanding capital security of the Corporation on the date hereof pursuant to and in accordance with the antidilution protection provisions of such securities as in effect on the date hereof.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of Warrant Shares shall be correspondingly adjusted. For purposes of this Section 4.1(c)2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided PROVIDED, that -------- (A) no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased, and (B) no adjustment to the Conversion Price pursuant to this clause (iii) shall be made as a result of any adjustment to the exercise and/or conversion price with respect to the Bayview Warrant, CEX Convertible Note or the Preferred Warrants pursuant to and in accordance with the anti-dilution protection provisions of such securities as in effect on May 31, 2000.

Change in Option Price or Conversion Rate. If If, in the case of Options and Convertible Securities issued on or after the Date of Issuance, the purchase ----------------------------------------- price provided for in any such Options, the additional consideration, if any, payable upon the conversion or exchange of any such Convertible Securities or the rate at which any such Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold, and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted; PROVIDED, that if such adjustment would result in an increase of the Exercise Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Warrants. For purposes of this Section 4.1(c)SECTION 2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date Date of issuance of the Preferred Units Issuance are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided PROVIDED, that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increasedincreased or the number of shares of Common Stock issuable hereunder to be decreased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided that if such adjustment would result in an increase of the Conversion Price then in effect, such adjustment shall not be effective until 30 days after written notice thereof has been given by the Company to all holders of the Series A Preferred and Series B Preferred. For purposes of this Section 4.1(c)paragraph 7C, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Series A Preferred Units and Series B Preferred are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the ----------------------------------------------- purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Exercise Price for each series of Preferred Units in effect at the time of such change shall be adjusted immediately adjusted to the applicable Conversion Exercise Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or soldsold and the number of shares of Common Stock issuable hereunder shall be correspondingly adjusted. For purposes of this Section 4.1(c)paragraph 2B, if the terms of any Option or -------------- Convertible Security which was outstanding as of the date of issuance of the Preferred Units this Warrant are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Exercise Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units changes at any -13- time, the Series B Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Series B Conversion Price which that would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that, if such adjustment of the Series B Conversion Price would result in an increase in the Series B Conversion Price then in effect, the Corporation will promptly give all holders of Series B Preferred written notice of such increase. For purposes of this Section 4.1(c7(c)(iii), if the terms of any Option or -------------- Convertible Security which that was outstanding as of the date of issuance of the Preferred Units Series B Original Issuance Date are changed in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the Common Units deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- provided, that, no such change shall at any time cause the Series B Conversion Price hereunder for any series of Preferred Units to be increased.

Change in Option Price or Conversion Rate. If the purchase ----------------------------------------- price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities or the rate at which any Convertible Securities are convertible into or exchangeable for Common Units Stock changes at any time, the Conversion Price for each series of Preferred Units in effect at the time of such change shall be immediately adjusted to the applicable Conversion Price which would have been in effect for such series of Preferred Units at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(c)SECTION 7C, if the terms of any Option or -------------- Convertible Security which was outstanding as of the original date of issuance of the Series A Preferred Units or Series B Preferred, respectively, are changed in the manner described in the immediately preceding sentence, then for purposes of the Conversion Price applicable to such Series A Preferred or Series B Preferred, as applicable, such Option or Convertible Security and the Common Units Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such change; provided that -------- no such change shall at any time cause the Conversion Price hereunder for any series of Preferred Units to be increased.