Common use of Adjustment for Common Stock Issue Clause in Contracts

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- O + P - M where: N'= the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business, (3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- O + P - M where: N'= N' = the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) . the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) . Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business, (3) . Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) . Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- ----- O + P - M where: N'= N' = the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business, (3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) ofss. 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Preferred Shares which would be held by a Holder of Preferred Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- ----- O + P - M where: N'= N' = the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Preferred Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business,person, or (3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.. 7 -5-

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Shares held by a Holder of Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' = N x A --- ----- O + P - M where: N'= N' = the adjusted number of Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Shares held by such Holder. O = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business, (3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.

Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Preferred Shares which would be held by a Holder of Preferred Shares upon exercise in full of such Holder's Adjustment Right shall be determined in accordance with the following formula: N' N1 = N x × A --- O + P - M where: N'= N1 = the adjusted number of Preferred Shares which would be held by such Holder upon exercise in full of such Holder's Adjustment Right. N = the then current number of Preferred Shares held by such Holder. O 0 = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share of Common Stock on the date of sale of such additional shares. A = the number of shares of Common Stock outstanding on a fully diluted basis immediately prior to the issuance of such additional shares, plus the number of shares issued in connection with such issuance. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. (a) does not apply to: (1) the conversion or exchange of options, warrants or other securities convertible or exchangeable for Common Stock, (2) Common Stock issued to shareholders of any person per son which merges into the Company, or with a subsidiary of the Company, in connection with the acquisition of such person or otherwise issued in consideration of the Company's or any of its subsidiaries' acquisition of another person or business,person, or (3) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting, (4) Common Stock issued to the Holders, (5) Common Stock issued pursuant to employee stock purchase programs meeting the requirements of (S) 423 of the Internal Revenue Code of 1986, as amended, and (6) Common Stock issued to all holders of Common Stock in connection with any stock split, stock dividend or other recapitalization of the Company.