Common use of Issuance of Additional Shares of Common Stock Clause in Contracts

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof) without consideration or for a consideration per share less than the Purchase Price in effect immediately prior to such issue or sale, then, and in each such case, such Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (i) the numerator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2, (A) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (B) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof3.4) without consideration or for a consideration per share less than the Purchase Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such Purchase Price subject to Section 3.8, the Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Purchase Price Warrant Quantity by a fraction, (ia) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2.1, (Ai) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4, such Additional Shares shall be deemed to be outstanding, and (ii) treasury shares shall not be deemed to be outstanding, and (b) the denominator of which shall be the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (By) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2, (A) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (B) treasury shares shall not be deemed to be outstandingCurrent Market Price.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 5.3 or 3.4 hereofSection 5.4) without consideration or for a consideration per share less than the Purchase greater of the Current Market Price in effect (as defined below) and the Warrant Price immediately prior to such issue or sale, then, and in each such case, subject to Section 3.8, such Purchase Price Adjustment Factor shall be reduceddecreased, concurrently with such issue or sale, to a price number (calculated to the nearest .001 of a cent.00001) determined by multiplying such Purchase Price Adjustment Factor by a fraction,: (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase greater of such Current Market Price in effect immediately prior to such saleand the Warrant Price; and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.25.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 5.3 or 3.4 hereof5.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after September ___, 1999 (the date hereof "INITIAL DATE"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof and prior to the Termination Date shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 3(b)(ii) but excluding a dividend or 3.4 hereofdistribution described in Section 3(a), with respect to which an adjustment to the number of shares of Common Stock issuable upon exercise of the Warrants and the Exercise Price shall be made pursuant to the terms of Section 3(a)) without consideration or for a consideration per share less than the Purchase Exercise Price in effect immediately prior to such issue or sale, then, and in each such case, such Purchase the Exercise Price with respect to each unexercised Warrant shall be reduced, concurrently with such issue or sale, sale to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of such Additional Shares of Common Stock so issued or sold (or deemed issued or sold pursuant to Section 3(b)(ii)) would purchase at the Purchase Price in effect immediately prior to such sale; Exercise Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided thatprovided, that for the purposes of this Section 3.23(b)(i), (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof3(b)(ii), such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.4 or 3.4 hereof4.5 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.11) other than in a Public Offering, without consideration or for a consideration per share less than the Purchase Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 ..001 of a cent) determined by the Company by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Current Market Price in effect immediately prior to such sale; issuance, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.24.2, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.4 or 3.4 hereof4.5, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after the date hereof (the "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2C or 3.4 hereof2D) without consideration or for a consideration per share (determined pursuant to section 2E) less than the Purchase greater of the Exercise Price or the Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, such Purchase subject to section 2H, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase greater of such Market Price in effect immediately prior to or such sale; Exercise Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2section 2A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2C or 3.4 hereof2D, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof) but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Purchase Average Market Price as in effect immediately prior to such issue or sale, then, and in each such case, such subject to Section 3.8, the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Current Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.23.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof3.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case If the Company at issues or sells any time or from time to time after the date hereof shall issue or sell Additional Shares shares of Common Stock (including Additional Shares other than up to 100,000 shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 by the Company in a private placement at $5 per share within 60 days after the date hereof) without consideration or for a consideration per share less than (x) the Purchase Exercise Price or (y) the then Current Market Price (as hereinafter defined) per share of Common Stock in effect immediately prior to the time of such issue or sale, then, and in each such case, such Purchase the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated reduced to the nearest .001 lower of a cent) determined by multiplying such Purchase Price by a fraction,the prices calculated by: (i1) the numerator of which shall be dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Exercise Price plus (y) the aggregate consideration, if any, received by the Company upon such issue or sale, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale; and (2) multiplying the then existing Exercise Price by a fraction the numerator of which is (A) the sum of (x) the number of shares of Common Stock which outstanding immediately prior to such issue or sale multiplied by the aggregate Current Market Price per share of Common Stock immediately prior to such issue or sale plus (y) the consideration received by the Company for upon such issue or sale divided by (B) the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for and the denominator of which shall be the Current Market Price per share of Common Stock immediately prior to such issue or sale. For purposes of this Section 3.25.1, (A) immediately after any Additional Shares the date as of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof, such Additional Shares which the Current Market Price per share of Common Stock shall be deemed to computed shall be outstanding, and the earlier of the date upon which the Company shall (Bi) treasury enter into a firm contract for the issuance of such shares shall not be deemed to be outstandingor (ii) issue such shares.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof) but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than either the Purchase Price or the Average Market Price as in effect immediately prior to such issue or salesale (the "Base Price"), then, and in each such case, such subject to Section 3.8, the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Base Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.23.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof3.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after August 28, 2002 (the date hereof "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E but excluding shares of Common Stock issued pursuant to the Securities Issuance Agreement) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after September 8, 1999 (the date hereof "INITIAL DATE"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.3 or 3.4 hereof4.4 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.10) without consideration or for a consideration per share less than the greater of the Purchase Price and the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such subject to Section 4.8, the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Purchase Price in effect immediately prior to and such sale; Current Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.24.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.3 or 3.4 hereof4.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after September 8, 1999 (the date hereof "INITIAL DATE"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. (a) In case the Company Company, at any time or from time to time after the date hereof hereof, shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2C or 3.4 hereof2D but excluding Additional Shares of Common Stock issued upon exercise of Employee Options) without consideration or for a consideration per share (determined pursuant to Section 2E) less than the Purchase Market Price in effect on the date of and immediately prior to such issue or sale, then, and in each such case, such Purchase subject to Section 2H, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (i) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for . For the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2C or 3.4 hereof2D, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after during the date hereof Term hereof, shall issue or sell Additional Shares additional shares of Common Stock (including Additional Shares excluding shares of Common Stock deemed issued or issuable to be issued officers, directors and employees of, or consultants or advisors to, the Corporation or any subsidiary of the Corporation pursuant to Section 3.3 stock grants, option plans, purchase plans or 3.4 hereofother employee stock incentive programs or arrangements approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement) without consideration or for a consideration per share less than the Purchase greater of the Exercise Price or Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, such Purchase subject to Section 8.8 hereof, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 0.1 of a cent) determined by multiplying such Purchase Exercise Price by a fraction,: (i) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares additional shares of Common Stock so issued or sold would purchase at the Purchase greater of such Market Price in effect immediately prior to or such sale; Exercise Price, and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, ; provided that, for the purposes of this Section 3.28.1, (Ai) immediately after any Additional Shares additional shares of Common Stock are deemed to have been issued pursuant to Section 3.3 8.3 or 3.4 8.4 hereof, such Additional Shares of Common Stock additional shares shall be deemed to be outstanding, ; and (Bii) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereofbut excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10) without consideration or for a consideration per share less than the greater of the Purchase Price and the Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such subject to Section 3.8, the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the greater of such Purchase Price in effect immediately prior to and such sale; Current Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.23.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof3.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after October 30, 2000 (the date hereof "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 4.4 or 3.4 hereof4.5 but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 4.11) other than in a Public Offering, without consideration or for a consideration per share less than the Purchase Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by the Company by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Current Market Price in effect immediately prior to such sale; issuance, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.24.2, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 4.4 or 3.4 hereof4.5, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after December 11, 1998 (the date hereof "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2.3 or 3.4 hereof2.4) without consideration or for a consideration per share less than the Purchase Base Price 6 - 392 - in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, subject to Section 2.8, such Purchase Warrant Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Warrant Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Base Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2, 2.2.1 (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2.3 or 3.4 hereof2.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after October __, 2000 (the date hereof "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2D or 3.4 hereof2E) without consideration or for a consideration per share (determined pursuant to Section 2F) less than 95% of the Purchase Market Price in effect effect, in each case, on the date of and immediately prior to such issue or sale (or, in the case of issuances where the price has been fixed or finally determined by contract prior to the date of such issuance or sale, as of the date that such price is fixed or finally determined), then, and in each such case, such Purchase subject to Section 2I, the Exercise Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Exercise Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.22A, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 2D or 3.4 hereof2E, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 or 3.4 hereof) but excluding Additional Shares of Common Stock purchasable upon exercise of Rights referred to in Section 3.10), without consideration or for a consideration per share less than the Purchase Price fair market value of such additional shares of Common Stock as determined in good faith by the Board of Directors of the Company as in effect immediately prior to such issue or sale, then, and in each such case, such subject to Section 3.8, the Purchase Price shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Price by a fraction, (ia) the numerator of which shall be the sum of (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus and (Bii) the number of shares of Common Stock which the aggregate gross consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Current Market Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided PROVIDED that, for the purposes of this Section 3.23.2.1, (Ax) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof3.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (By) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In case the Company Company, at any time or from time to time after June 29, 1995 (the date hereof "Initial Date"), shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 section 2.3 or 3.4 hereof2.4) without consideration or for a consideration per share less than the Purchase Base Price in effect effect, in each case, on the date of and immediately prior to such issue or sale, then, and in each such case, such Purchase subject to section 2.8, the Warrant Price then in effect shall be reduced, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) determined by multiplying such Purchase Warrant Price by a fraction, (ia) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate consideration received (as determined pursuant to section 2.5) by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; Base Price, and (iib) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2section 2.2.1 (x) shares of Common Stock issuable pursuant to outstanding Convertible Securities or Options (other than Additional Shares of Common Stock deemed to have been issued pursuant to section 2.3 or 2.4) shall be deemed to be outstanding, (Ay) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 section 2.3 or 3.4 hereof2.4, such Additional Shares of Common Stock shall be deemed to be outstanding, and (Bz) treasury shares shall not be deemed to be outstanding.

Issuance of Additional Shares of Common Stock. In Except as --------------------------------------------- provided in Section 2.10 of this Warrant, in case the Company at any time or from time to time after the date hereof shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.3 2.3 or 3.4 hereof2.4) without consideration or for a consideration per share less than the Purchase Current Market Price in effect immediately prior to such issue or sale, then, and in each such case, such Purchase Price subject to Section 2.8, the Warrant Quantity shall be reducedincreased, concurrently with such issue or sale, to a price (calculated to the nearest .001 of a cent) an amount determined by multiplying such Purchase Price the Warrant Quantity by a fraction, (ia) the numerator of which shall be the number of shares of Common Stock outstanding immediately after such issue of sale, provided -------- that, for the purposes of this Section 2.2.1, (Ax) immediately after any - Additional Shares of Common Stock are deemed to have been issued pursuant to Section 2.3 or 2.4, such Additional Shares shall be deemed to be outstanding, and (y) treasury shares shall not be deemed to be outstanding, - and (b) the denominator of which shall be (i) the number of shares of - of-Common Stock outstanding immediately prior to such issue or sale plus (Bii) the number of shares of Common Stock which the aggregate -- consideration received by the Company for the total number of such Additional Shares of Common Stock so issued or sold would purchase at the Purchase Price in effect immediately prior to such sale; and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately after such issue or sale, provided that, for the purposes of this Section 3.2, (A) immediately after any Additional Shares of Common Stock are deemed to have been issued pursuant to Section 3.3 or 3.4 hereof, such Additional Shares of Common Stock shall be deemed to be outstanding, and (B) treasury shares shall not be deemed to be outstandingCurrent Market Price.