Common use of Common Stock Rights Clause in Contracts

Common Stock Rights. A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to ▇▇▇▇▇▇ an aggregate of 140,000 shares of Common Stock (the “▇▇▇▇▇▇ Stock”) subject to adjustment as provided in subparagraph B of this Section 3. At the time of any USA Transaction, all of the shares of ▇▇▇▇▇▇ Stock shall automatically and without any action on ▇▇▇▇▇▇’▇ part be deemed to be issued and outstanding immediately prior to any such USA Transaction, and shall be entitled to be treated as any other issued and outstanding share of Common Stock in connection with such USA Transaction. In connection with a USA Transaction, USA and/or such successor or purchasing corporation, person, or entity, as the case may be, shall recognize and specifically provide for the ▇▇▇▇▇▇ Stock as provided for in this Section 3. B. The number of shares of Common Stock to be issued to ▇▇▇▇▇▇ upon the occurrence of a USA Transaction shall be subject to adjustment from time to time only as set forth hereinafter: (i) in case USA shall declare a Common Stock dividend on the Common Stock, then the number of shares shall be proportionately increased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of Common Stock; or (ii) if USA shall at any time subdivide its outstanding Common Stock by recapitalization, reclassification or split-up thereof, the number of shares shall be proportionately increased, and, if USA shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification, reverse stock split, or combination thereof, the number of shares shall be proportionately decreased. Any such adjustment to the number of shares shall become effective at the close of business on the record date for such subdivision or combination. All shares of Common Stock issued to ▇▇▇▇▇▇ shall be, at the time of delivery of the certificates for such Common Stock, validly issued and outstanding, fully paid and non-assessable. C. For purposes of this Agreement, the term “USA Transaction” shall mean:

Common Stock Rights. A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to ▇▇▇▇▇▇ an aggregate of 140,000 shares of Common Stock (the “"▇▇▇▇▇▇ Stock”") subject to adjustment as provided in subparagraph B of this Section 3. At the time of any USA Transaction, all of the shares of ▇▇▇▇▇▇ Stock shall automatically and without any action on ▇▇▇▇▇▇’'▇ part be deemed to be issued and outstanding immediately prior to any such USA Transaction, and shall be entitled to be treated as any other issued and outstanding share of Common Stock in connection with such USA Transaction. In connection with a USA Transaction, USA and/or such successor or purchasing corporation, person, or entity, as the case may be, shall recognize and specifically provide for the ▇▇▇▇▇▇ Stock as provided for in this Section 3. B. The number of shares of Common Stock to be issued to ▇▇▇▇▇▇ upon the occurrence of a USA Transaction shall be subject to adjustment from time to time only as set forth hereinafter: (i) in case USA shall declare a Common Stock dividend on the Common Stock, then the number of shares shall be proportionately increased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of Common Stock; or (ii) if USA shall at any time subdivide its outstanding Common Stock by recapitalization, reclassification or split-up thereof, the number of shares shall be proportionately increased, and, if USA shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification, reverse stock split, or combination thereof, the number of shares shall be proportionately decreased. Any such adjustment to the number of shares shall become effective at the close of business on the record date for such subdivision or combination. All shares of Common Stock issued to ▇▇▇▇▇▇ shall be, at the time of delivery of the certificates for such Common Stock, validly issued and outstanding, fully paid and non-assessable. C. For purposes of this Agreementhereof, the term “"USA Transaction” " shall mean: (i) the acquisition by any person, entity or group required to file (or which would be required to file if USA had been subject to such provisions) a Schedule 13D or Schedule 14d-1 promulgated under the Securities Exchange Act of 1934 ("Exchange Act") or any acquisition by any person entitled to file (or which would be entitled to file if USA had been subject to such provisions) a Form 13G under the Exchange Act with respect to such acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or more of USA's then outstanding voting securities entitled to vote generally in the election of Directors (the "Outstanding Shares"); or (ii) approval by the shareholders of USA of a reorganization, merger , consolidation, liquidation , or dissolution of USA, or the sale, transfer, lease or other disposition of all or substantially all of the assets of USA ( "Business Combination"). (iii) Notwithstanding subsection (ii) above, and other than in connection with a liquidation or dissolution of USA, a Business Combination described in subsection (ii) above shall not constitute a USA Transaction if following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Shares immediately prior to such Business Combination beneficially own, directly or indirectly , more than 51% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of Directors of the entity resulting from such business combination (including without limitation, an entity which as a result of such transactions owns USA or all or substantially all of USA's assets either directly or through one or more subsidiaries), and (B) no person owns, directly or indirectly, 49% or more of the combined voting power of the then outstanding voting securities of the entity resulting from such Business Combination except to the extent that such ownership existed prior to the Business Combination. D. USA shall at its sole cost and expense, take such action as shall be required to have the ▇▇▇▇▇▇ Stock registered or exempted from registration under applicable Federal and state securities laws. As a condition to the issuance by USA of any ▇▇▇▇▇▇ Stock, ▇▇▇▇▇▇ shall execute and deliver such representations, warranties, and covenants, that may be required by applicable Federal and state securities law, or that USA determines is reasonably necessary in connection with the issuance of such ▇▇▇▇▇▇ Stock. In addition, the certificates representing the ▇▇▇▇▇▇ Stock shall contain such legends, or restrictive legends, or stop transfer instructions, as shall be required by applicable Federal or state securities laws, or as shall be reasonably required by USA or its transfer agent. E. The ▇▇▇▇▇▇ Stock granted hereunder to ▇▇▇▇▇▇ shall be irrevocable by USA and are unconditional, absolute and fully vested obligations of USA. The ▇▇▇▇▇▇ Stock shall not be subject to any right of set off, recoupment or any other equitable defenses by USA and shall be issued to ▇▇▇▇▇▇ in strict accordance with their terms. The terms and conditions of this Section 3 shall not be affected by the termination of ▇▇▇▇▇▇'▇ employment with USA for any reason whatsoever, and whether or not any "cause" exists therefore, and shall not be affected by ▇▇▇▇▇▇'▇ breach of this Agreement or any other agreement with USA. F. The right to receive the ▇▇▇▇▇▇ Stock shall be transferable by ▇▇▇▇▇▇, or by any subsequent assignee, in whole or in part, at any time or from time to time, by notice to USA. As a condition precedent of such transfer, the assignee shall execute and deliver such representations, warranties, and covenants that may be required by applicable Federal and state securities laws. In addition, USA may require that the transferor deliver to USA an opinion of counsel, acceptable to USA, to the effect that such transfer is permitted under and does not violate any applicable state or Federal securities laws. The right to receive the ▇▇▇▇▇▇ Stock shall be transferable under and pursuant to the last will and testament of ▇▇▇▇▇▇ in accordance with this subparagraph F, and the death of ▇▇▇▇▇▇ shall not affect the right to receive the ▇▇▇▇▇▇ Stock, and in such event the right to receive the ▇▇▇▇▇▇ Stock shall continue in full force and effect in accordance with this Section 3. G. There has been reserved, and the Company shall at all times keep reserved out of the authorized and unissued shares of Common Stock, a number of shares of Common Stock sufficient to provide for the ▇▇▇▇▇▇ Stock. The Company agrees that the ▇▇▇▇▇▇ Stock shall be, at the time of delivery of the certificates for such ▇▇▇▇▇▇ Stock, validly issued and outstanding, fully paid and non-assessable.

Common Stock Rights. A. If at any time after the date hereof there shall be a USA Transaction, USA shall issue to ▇▇▇▇▇▇ an aggregate of 140,000 shares of Common Stock (the “▇▇▇▇▇▇ Stock”) subject to adjustment as provided in subparagraph B of this Section 31. At the time of any USA Transaction, all of the shares of ▇▇▇▇▇▇ Stock shall automatically and without any action on ▇▇▇▇▇▇’▇ part be deemed to be issued and outstanding immediately prior to any such USA Transaction, and shall be entitled to be treated as any other issued and outstanding share of Common Stock in connection with such USA Transaction. In connection with a USA Transaction, USA and/or such successor or purchasing corporation, person, or entity, as the case may be, shall recognize and specifically provide for the ▇▇▇▇▇▇ Stock as provided for in this Section 3Agreement. B. The number of shares of Common Stock to be issued to ▇▇▇▇▇▇ upon the occurrence of a USA Transaction shall be subject to adjustment from time to time only as set forth hereinafter: (i) in case USA shall declare a Common Stock dividend on the Common Stock, then the number of shares shall be proportionately increased as of the close of business on the date of record of said Common Stock dividend in proportion to such increase of outstanding shares of Common Stock; or (ii) if USA shall at any time subdivide its outstanding Common Stock by recapitalization, reclassification or split-up thereof, the number of shares shall be proportionately increased, and, if USA shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification, reverse stock split, or combination thereof, the number of shares shall be proportionately decreased. Any such adjustment to the number of shares shall become effective at the close of business on the record date for such subdivision or combination. All shares of Common Stock issued to ▇▇▇▇▇▇ shall be, at the time of delivery of the certificates for such Common Stock, validly issued and outstanding, fully paid and non-assessable. C. For purposes of this Agreement, the term “USA Transaction” shall mean: