ADJUSTED UPON ANY SUBSEQUENT
TRANSACTION ANALOGOUS TO A FUNDAMENTAL TRANSACTION.
(C)
SUBSEQUENT EQUITY SALES.
(I)
IF THE BORROWER OR ANY SUBSIDIARY THEREOF, AS APPLICABLE,
AT ANY TIME WHILE THIS DEBENTURE IS OUTSTANDING, SHALL ISSUE SHARES OF COMMON
STOCK OR COMMON STOCK EQUIVALENTS ENTITLING ANY PERSON TO ACQUIRE SHARES OF
COMMON STOCK, AT A PRICE PER SHARE (THE "EFFECTIVE PRICE") LESS THAN THE
CONVERSION PRICE (IF THE HOLDER OF THE COMMON STOCK OR COMMON STOCK EQUIVALENT
SO ISSUED SHALL AT ANY TIME, WHETHER BY OPERATION OF PURCHASE PRICE ADJUSTMENTS,
RESET PROVISIONS, FLOATING CONVERSION, EXERCISE OR EXCHANGE PRICES OR OTHERWISE,
OR DUE TO WARRANTS, OPTIONS OR RIGHTS ISSUED IN CONNECTION WITH SUCH ISSUANCE,
BE ENTITLED TO RECEIVE SHARES OF COMMON STOCK AT A PRICE LESS THAN THE
CONVERSION PRICE, SUCH ISSUANCE SHALL BE DEEMED TO HAVE OCCURRED FOR LESS THAN
THE CONVERSION PRICE), THEN, AT THE OPTION OF THE HOLDER FOR SUCH CONVERSIONS AS
IT SHALL INDICATE, THE CONVERSION PRICE SHALL BE ADJUSTED TO MIRROR THE
CONVERSION, EXCHANGE OR PURCHASE PRICE FOR SUCH COMMON STOCK OR COMMON STOCK
EQUIVALENTS (INCLUDING ANY RESET PROVISIONS THEREOF) AT ISSUE.
SUCH ADJUSTMENT
SHALL BE MADE WHENEVER SUCH COMMON STOCK OR COMMON STOCK EQUIVALENTS ARE
ISSUED.
THE BORROWER SHALL NOTIFY THE HOLDER IN WRITING, NO LATER THAN THE
TRADING DAY FOLLOWING THE ISSUANCE OF ANY COMMON STOCK OR COMMON STOCK
EQUIVALENT SUBJECT TO THIS SECTION, INDICATING THEREIN THE APPLICABLE ISSUANCE
PRICE, OR OF APPLICABLE RESET PRICE, EXCHANGE PRICE, CONVERSION PRICE AND OTHER
PRICING TERMS.
NO FURTHER ADJUSTMENTS SHALL BE MADE TO THE CONVERSION PRICE
UPON THE ACTUAL ISSUANCE OF COMMON STOCK UPON CONVERSION OR EXERCISE OF THE
APPLICABLE COMMON STOCK EQUIVALENT.
(II)
IF, AT ANY TIME WHILE THIS DEBENTURE IS OUTSTANDING, THE
BORROWER OR ANY SUBSIDIARY ISSUES COMMON STOCK EQUIVALENTS WITH AN EFFECTIVE
PRICE OR A NUMBER OF UNDERLYING SHARES THAT FLOATS OR RESETS OR OTHERWISE VARIES
OR IS SUBJECT TO ADJUSTMENT BASED (DIRECTLY OR INDIRECTLY) ON MARKET PRICES OF
THE COMMON STOCK (A "FLOATING PRICE SECURITY"), THEN FOR PURPOSES OF APPLYING
THE PRECEDING PARAGRAPH IN CONNECTION WITH ANY SUBSEQUENT CONVERSION, THE
EFFECTIVE PRICE WILL BE DETERMINED SEPARATELY ON EACH CONVERSION DATE AND WILL
BE DEEMED TO EQUAL THE LOWEST EFFECTIVE PRICE AT WHICH ANY HOLDER OF SUCH
FLOATING PRICE SECURITY IS ENTITLED TO ACQUIRE COMMON STOCK, WHETHER PRIOR, ON
OR AFTER SUCH CONVERSION DATE (REGARDLESS OF WHETHER ANY SUCH HOLDER ACTUALLY
ACQUIRES ANY SHARES ON SUCH DATE).
(III)
NOTWITHSTANDING THE FOREGOING, NO ADJUSTMENT WILL BE MADE UNDER
THIS PARAGRAPH (D) IN RESPECT OF: (A) THE ISSUANCE OF SECURITIES UPON THE
EXERCISE OR CONVERSION OF ANY COMMON STOCK EQUIVALENTS ISSUED BY THE BORROWER
PRIOR TO THE DATE OF THIS
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AGREEMENT (BUT WILL APPLY TO ANY AMENDMENTS, MODIFICATIONS AND REISSUANCES
THEREOF), (B) THE GRANT OF OPTIONS OR WARRANTS, OR THE ISSUANCE OF ADDITIONAL
SECURITIES, UNDER ANY DULY AUTHORIZED BORROWER STOCK OPTION, RESTRICTED STOCK
PLAN OR STOCK PURCHASE PLAN, INCLUDING ANY AMENDMENTS OR OTHER MODIFICATIONS
THERETO, (C) THE ISSUANCE OF COMMON STOCK IN CONNECTION WITH A RESTRUCTURING