Common use of Issuance of Additional Common Stock Clause in Contracts

Issuance of Additional Common Stock. In case at any time or from time to time the Company shall (except as hereinafter provided) issue to any Person any Additional Stock which is common Stock (or Convertible Securities convertible into common Stock) for a consideration per share of such common Stock (or which would produce consideration per share of such common Stock on conversion of, or exercise of rights under, such Convertible Securities) which is less than (a) with respect to any issuance incident to the consolidation or merger of the Company with, or the sale, lease or transfer of all or substantially all the Company's assets to the party identified in that certain letter dated as of September 26, 1997 between the Company and Specialty Investment I LLC (or in connection with a financing related to any such transaction), the Fair Market Value of a share of common Stock, and (b) with respect to any other such issuance, (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the Fair Market Value of a share of common Stock, then the number of shares of common Stock comprising a Stock Unit shall be increased to that number determined by multiplying the number of shares of common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (a) the numerator of which shall be the total number of shares of common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock plus the number of such shares of such common Additional Stock (assuming conversion or exercise of such Additional Stock if such Additional Stock is Convertible Securities), and (b) the denominator of which shall be the number of shares of such common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock PLUS the number of shares of common Stock which could be purchased with the aggregate consideration paid for such common Additional Stock at an assumed price per share equal to (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the Fair Market Value of a share of common Stock. For purposes of this SECTION 4.02, such calculation shall be made on the date of actual issuance of such Additional Stock. No adjustment of the number of shares of common Stock comprising a Stock Unit shall be made under this SECTION 4.02 upon the issuance of any Additional Stock which is issued pursuant to the exercise of any options, warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such options, warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any option, warrant or other rights therefor).

Issuance of Additional Common Stock. In case at any time or from time to time the Company shall (except as hereinafter provided) issue to any Person any Additional Stock which is common Stock (or Convertible Securities convertible into common Stock) for a consideration per share of such common Stock (or which would produce consideration per share of such common Stock on conversion of, or exercise of rights under, such Convertible Securities) which is less than (a) with respect to any issuance incident to the consolidation or merger of the Company with, or the sale, lease or transfer of all or substantially all the Company's assets to the party identified in that certain letter dated as of September 26, 1997 between the Company and Specialty Investment I LLC (or in connection with a financing related to any such transaction), the Fair Market Value of a share of common Stock, and (b) with respect to any other such issuance, (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the Fair Market Value of a share of common Stock, then the number of shares of common Stock Stock comprising a Stock Unit shall be increased to that number determined by multiplying the number of shares of common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (a) the numerator of which shall be the total number of shares of common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock plus the number of such shares of such common Additional Stock (assuming conversion or exercise of such Additional Stock if such Additional Stock is Convertible Securities), and (b) the denominator of which shall be the number of shares of such common Stock outstanding (on a fully-diluted basis) immediately prior to the issuance of such Additional Stock PLUS the number of shares of common Stock which could be purchased with the aggregate consideration paid for such common Additional Stock at an assumed price per share equal to (i) on or prior to the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the greater of the Exercise Price or the Fair Market Value of a share of common Stock or (ii) after the first date on which the Aggregate Equity Trading Value equals or exceeds $20 million, the Fair Market Value of a share of common Stock. For purposes of this SECTION 4.02, such calculation shall be made on the date of actual issuance of such Additional Stock. No adjustment of the number of shares of common Stock comprising a Stock Unit shall be made under this SECTION 4.02 upon the issuance of any Additional Stock which is issued pursuant to the exercise of any options, warrants or other subscription or purchase rights or pursuant to the exercise of any conversion or exchange rights in any Convertible Securities, if any such adjustment shall previously have been made upon the issuance of such options, warrants or other rights or upon the issuance of such Convertible Securities (or upon the issuance of any option, warrant or other rights therefor).