Common use of Adjustment Formula Clause in Contracts

Adjustment Formula. If at any time or from time to time after the Original Issue Date the Company issues or sells, or is deemed by the provisions of this Section 10.7 to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), otherwise than in connection with a Common Stock Event as provided in Section 10.4 hereof, a dividend or distribution as provided in Section 10.5 hereof or a recapitalization, reclassification or other change as provided in Section 10.6 hereof, for an Effective Price (as hereinafter defined) that is less than the Conversion Price for Series B Preferred Stock in effect immediately prior to such issue or sale, then, and in each such case, the Conversion Price for Series B Preferred Stock shall be reduced, as of the close of business on the date of such issue or sale, to the price obtained by multiplying such Conversion Price by a fraction: (1) The numerator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding (as hereinafter defined) immediately prior to such issue or sale of Additional Shares of Common Stock plus (B) the quotient obtained by dividing the Aggregate Consideration Received (as hereinafter defined) by the Company for the total number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold pursuant to the provisions of Section 10.7(c) hereof) by the Conversion Price for Series B Preferred Stock in effect immediately prior to such issue or sale; and (2) The denominator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (B) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold pursuant to the provisions of Section 10.7(c) hereof).

Adjustment Formula. If at any time or from time to time after the Original Issue Date the Company issues or sells, or is deemed by the provisions of this Section 10.7 to have issued or sold, Additional Shares of Common Stock (as hereinafter defined), otherwise than in connection with a Common Stock Event as provided in Section 10.4 hereof, a dividend or distribution as provided in Section 10.5 hereof or a recapitalization, reclassification or other change as provided in Section 10.6 hereof, for an Effective Price (as hereinafter defined) that is less than the Conversion Price for Series B A Preferred Stock in effect immediately prior to such issue or sale, then, and in each such case, the Conversion Price for Series B A Preferred Stock shall be reduced, as of the close of business on the date of such issue or sale, to the price obtained by multiplying such Conversion Price by a fraction: (1) The numerator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding (as hereinafter defined) immediately prior to such issue or sale of Additional Shares of Common Stock plus (B) the quotient obtained by dividing the Aggregate Consideration Received (as hereinafter defined) by the Company for the total number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold pursuant to the provisions of Section 10.7(c) hereof) by the Conversion Price for Series B A Preferred Stock in effect immediately prior to such issue or sale; and (2) The denominator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (B) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold pursuant to the provisions of Section 10.7(c) hereof).

Adjustment Formula. If Subject to Section 3.4(b), if at any time or from time to time after the Original Issue Date the Company issues or sellsCorporation shall issue, or is pursuant to Section 3.5, Section 3.6, or Section 3.7 be deemed by the provisions of this Section 10.7 to have issued or soldissue, any Additional Shares of Common Stock (as hereinafter definedin exchange for consideration in an amount, determined in accordance with Section 3.8(a) and Section 3.8(e), otherwise than in connection with a per Additional Share of Common Stock Event as provided in Section 10.4 hereof, a dividend or distribution as provided in Section 10.5 hereof or a recapitalization, reclassification or other change as provided in Section 10.6 hereof, for an Effective Price (as hereinafter defined) that is less than the Conversion Reference Price as of the applicable time of determination specified in the last sentence of this Section 3.4(a), then (i) the number of shares of Common Stock for Series B Preferred which each Warrant is exercisable shall be adjusted to equal the product obtained by multiplying the number of shares of Common Stock in effect for which such Warrant was exercisable immediately prior to such issue or sale, then, and in each such case, the Conversion Price for Series B Preferred Stock shall be reduced, as time of the close of business on the date of such issue or sale, to the price obtained by multiplying such Conversion Price determination by a fraction: fraction (1x) The the numerator of which shall be the sum of (A) the number of Outstanding Common Stock Equivalents Outstanding (as hereinafter defined) Shares immediately prior to before such issue or sale of Additional Shares of Common Stock plus (B) the quotient obtained by dividing the Aggregate Consideration Received (as hereinafter defined) by the Company for the total number of Additional Shares of Common Stock so issued or sold (issuance or deemed so issued and sold pursuant to the provisions of Section 10.7(c) hereof) by the Conversion Price for Series B Preferred Stock in effect immediately prior to such issue or sale; and (2) The denominator of which shall be the sum of (A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale issuance plus (B) the number of Additional Shares of Common Stock so issued or sold deemed to be issued and (y) the denominator of which shall be the number of Outstanding Common Shares immediately before such issuance or deemed so issued issuance plus the number of shares which the aggregate amount of consideration, if any, received by the Corporation upon such issuance or deemed issuance of all such Additional Shares of Common Stock would purchase at the Reference Price determined as of such time and sold pursuant (ii) the Warrant Price shall be adjusted to equal the Warrant Price immediately prior to such adjustment multiplied by the quotient obtained by dividing the number of shares of Common Stock for which such Warrant was exercisable immediately prior to the provisions adjustment under clause (i) by the number of shares of Common Stock for which such Warrant is exercisable immediately after the adjustment under clause (i). The applicable time of determination shall be: (i) if the event requiring the adjustment is the taking of a record date for any dividend or distribution referred to in Section 10.7(c3.5 or Section 3.6, as of either the close of business on such record date or the date such dividend or distribution is paid, whichever produces the highest Reference Price, or (ii) hereof)in the case of any other issuance or deemed issuance, immediately prior to the time of such issuance or deemed issuance.