Common use of Rights Issue Clause in Contracts

Rights Issue. In the event that at any time or from time to time after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into shares of Common Stock within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock (the "Consideration") is lower at the record date for such issuance than the then Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable shall be increased to a number determined by multiplying the number of shares of Common Stock issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, shares of Common Stock subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time after the date hereof hereof, the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into shares of Common Stock within 60 days after the record date for such issuanceStock, salewhether or not immediately exercisable, distribution convertible or other grantexchangeable, as the case may be, and the sum of (a) the offering price of such right, option, warrant subscription or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange purchase price per share of Common Stock (or the "Consideration") price per share of Common Stock issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Current Market Value per share of such Common Stock, the number of shares of Common Stock thereafter purchasable upon the exercise of this Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock issuable immediately purchasable upon the exercise of this Warrant prior to the record date upon exercise of each Warrant by a fraction, (A) the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and (B) the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate consideration received through the issuance of such rights, warrants, options, or convertible securities; PROVIDED, HOWEVER, that to the Consideration with respect to extent any such issuance, sale, distribution or other grantgrant is made to the holders of the Warrants, such holders shall not be entitled to the benefit of the adjustment provided for in this Section 3.3. In the event of any such adjustment, the Exercise Price shall be adjusted to a number determined by dividing the Exercise Price immediately prior to such date of issuance by the above fraction. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, shares of Common Stock subject to this Section 4.1(c)3.3, the consideration allocated to each such security shall be determined in good faith by a Board resolution, a certified copy of which shall be delivered to the BoardHolder.

Rights Issue. In the event that at any time or from time to time after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, shares of Common Stock Ordinary Shares to all holders of shares of Common StockOrdinary Shares, entitling such holders to subscribe for or purchase shares of Common Stock Ordinary Shares or stock or securities convertible into shares of Common Stock Ordinary Shares within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock Ordinary Shares (the "Consideration") is lower at the record date for such issuance than the then Current Market Value per share of such Common StockOrdinary Shares, the number of shares of Common Stock Ordinary Shares thereafter purchasable shall be increased to a number determined by multiplying the number of shares of Common Stock Ordinary Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock Ordinary 26 22 Shares offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock Ordinary Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock Ordinary Shares which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Ordinary Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, shares of Common Stock Ordinary Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In case the event that at any time Company, prior to redemption, shall issue rights, options, warrants or from time to time after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any convertible securities convertible or exchangeable into, shares of Common Stock to all holders of shares of the Common Stock, Stock entitling such holders them to subscribe for or purchase shares of Common Stock or stock or securities convertible into shares of Common Stock within 60 days after at a price per share less than the current value of the Common Stock (as determined in accordance with Section 4.6 below) on the record date for the issuance of such issuancesecurities, saleinstruments or rights or the granting of such securities, distribution options or other grantwarrants, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock (the "Consideration") is lower at Warrant Price to be in effect after the record date for such the issuance than the then Current Market Value per share of such Common Stock, rights or the number granting of shares of Common Stock thereafter purchasable such options or warrants shall be increased to a number determined by multiplying the number of shares of Common Stock issuable Warrant Price in effect immediately prior to the such record date upon exercise of each Warrant by a fraction, the numerator of which shall be (i) the sum of (a) the number of shares of Common Stock outstanding on immediately prior to such sale and (b) the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value current value of the Common Stock (as determined in accordance with Section 4.6 below) with the aggregate of consideration received by the Consideration with respect to Company upon such issuance, sale, distribution or other grant. Such adjustment 11 11 and the denominator of which shall be made whenever the total number of shares of Common Stock that would be outstanding immediately after such sale if the full amount of convertible securities, options, rights, options or warrants are issued and shall become effective retroactively were exercised immediately after the record date for the determination of stockholders entitled to receive such rightssale. Additionally, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares shares of Common Stock purchasable upon exercise of each Warrant. If Warrant shall simultaneously be adjusted by multiplying the Company at any time shall issue two or more securities as a unit and one or more number of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, shares of Common Stock subject issuable upon exercise of each Warrant by the Warrant Price in effect immediately prior to the adjustment made and under this Section 4.1(c)4.4 and dividing the product so obtained by the Warrant Price in effect immediately after the adjustment. In the event such securities, the consideration allocated to each instruments or rights shall change or expire, or such security convertible securities shall not be converted, any adjustment previously made hereunder shall be determined in good faith readjusted to such as would have obtained on the basis of the rights as modified by the Boardsuch change or expiration.

Rights Issue. In the event that at any time or from time to time after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, shares of Common Stock to all holders of shares of Common Stock, entitling such holders to subscribe for or purchase shares of Common Stock or stock or securities convertible into shares of Common Stock within 60 days after the record date for such issuanceStock, salewhether or not immediately exercisable, distribution convertible or other grantexchangeable, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price consideration to be received per share of Common Stock (the "Consideration") issuable upon exercise, conversion or exchange thereof is lower at the record date for such issuance than the then Current Market Value per share of such Common Stock, then the number of shares of Common Stock thereafter purchasable upon the exercise of each Warrant shall be increased to a number determined by multiplying the number of shares of Common Stock issuable purchasable upon the exercise of such Warrant immediately prior to the record date upon exercise of each Warrant issuance of such rights, options, warrants or securities by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock offered for subscription or purchase or issuable upon exercise of options or warrants or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock outstanding on immediately prior to the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such consideration received through issuance, saleexercise, distribution conversion or other grantexchange of such rights, warrants, options, or convertible securities. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however. Notwithstanding any other provision of this Section 4.3, that the Company is number of shares of Common Stock purchasable upon exercise of any Warrant shall not required to make an adjustment be adjusted pursuant to this Section 4.1(c4.3 in connection with the issuance or sale of rights, options, warrants or convertible or exchangeable securities in connection with: (a) if a firm commitment underwritten public offering of rights, or convertible or exchangeable securities by the Company, (b) a private placement of rights or convertible or exchangeable securities by the Company shall make in which at least 50% of the same distribution securities being issued are issued to Holders Persons who are not Affiliates of Warrants. No adjustment shall be made pursuant the Company or any holder of Common Stock other than the Warrants or the Warrant Shares, and (c) the issuance or grant of rights or options to this Section 4.1(c) which shall have the effect Company’s employees under bona fide employee benefit plans adopted by the Board and approved by the holders of decreasing Common Stock when required by law, provided that the number of Warrant Shares purchasable upon exercise shares of each WarrantCommon Stock underlying such rights and options do not exceed 5% of the Common Stock outstanding on the date hereof. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible into or exchangeable intofor, shares of Common Stock subject to this Section 4.1(c)4.3, the consideration allocated to each such security shall be determined in good faith by the Board.

Rights Issue. In the event that at any time or from time to time ------------ after the date hereof the Company shall issue, sell, distribute or otherwise grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, or any securities convertible or exchangeable into, shares of Common Stock Shares to all holders of shares of Common StockShares, entitling such holders to subscribe for or purchase shares of Common Stock Shares or stock stock, or securities convertible into shares of Common Stock or exchangeable or exercisable for Shares within 60 days after the record date for such issuance, sale, distribution or other grant, as the case may be, and the sum of (a) the offering price of such right, option, warrant or other security (on a per share basis) and (b) any subscription, purchase, conversion or exchange price per share of Common Stock Shares (the "Consideration") is lower at the record date for such issuance than ------------- the then Current Market Value per share of such Common StockShares, the number of shares of Common Stock Shares thereafter purchasable shall be increased to a number determined by multiplying the number of shares of Common Stock Shares issuable immediately prior to the record date upon exercise of each Warrant by a fraction, the numerator of which shall be the number of shares of Common Stock Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the number of additional shares of Common Stock Shares offered for subscription or purchase or into or for which such securities are convertible or exchangeable, and the denominator of which shall be the number of shares of Common Stock Shares outstanding on the date of issuance of such rights, options, warrants or securities plus the total number of shares of Common Stock Shares which could be purchased at the Current Market Value with the aggregate of the Consideration with respect to such issuance, sale, distribution or other grant. Such adjustment 11 11 shall be made whenever such rights, options or warrants are issued and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such rights, options, warrants or securities; provided however, that the Company is not required to make an adjustment pursuant to this Section 4.1(c) if the Company shall make the same distribution to Holders of Warrants. No adjustment shall be made pursuant to this Section 4.1(c) which shall have the effect of decreasing the number of Warrant Shares purchasable upon exercise of each Warrant. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be rights, options or warrants for or securities convertible or exchangeable into, shares of Common Stock Shares subject to this Section 4.1(c), the consideration allocated to each such security shall be determined in good faith by the Board.