Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3), without consideration or for a consideration per share less than the Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined by multiplying the Conversion Price by a fraction, (a) the numerator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price and (b) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of such Additional Shares of Common Stock so issued; provided that, for the purpose of this Section 7.4, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities (including the Series C Preferred Stock and the shares into which this Note may be converted) outstanding immediately prior to such issue shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall Company, at any time after the Original Issue Date shall issue any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.35(e)(iii), ) without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then in such event, the Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined by multiplying the Conversion Price by a fraction, (a) the numerator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Conversion Price in effect immediately prior to such issuance, and (b) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of such Additional Shares of Common Stock so issued; provided that, for . For the purpose of this Section 7.4the above calculation, all the number of shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities (including the Series C Preferred Stock and the shares into which this Note may be converted) outstanding immediately prior to such issue shall be deemed calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock immediately prior to be outstandingsuch issuance and any outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company Corporation shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3SECTION 4(D)(II)), without consideration or for a consideration per share less than then, and in each such event, the Conversion Price in effect immediately prior to such issue, then the Conversion Price issue shall be reduced, concurrently with such issue, adjusted to a price (calculated to the nearest one-hundredth of a cent) determined by multiplying the such Conversion Price by a fraction, (a) the numerator of which shall be (i1) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully diluted basis) plus (ii2) the number of shares of Common Stock which (A) the aggregate consideration received or to be received by the Company Corporation for the total number of Additional Shares of Common Stock so issued would purchase at or deemed to be issued since the Original Issue Date divided by (B) the Conversion Price in effect immediately prior to such issue, and (b) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully diluted basis) plus (ii) the number of such Additional Shares of Common Stock so issued; provided that, for the purpose of this Section 7.4, all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue issued or upon conversion of Convertible Securities (including the Series C Preferred Stock and the shares into which this Note may be converted) outstanding immediately prior to such issue shall be deemed to be outstandingissued since the Original Issue Date; provided that the Conversion Price may never be adjusted to an amount greater than the Conversion Price at the Original Issue Date as subsequently adjusted pursuant to Sections 4(d)(v), (vi) and (vii) (without regard to any prior or current adjustments pursuant to this Section 4(d)(iii)).

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company Borrower shall at any time after the Original Issue Date date hereof issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7.3)Stock, without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then the and in such event, such Conversion Price shall be reduced, concurrently with such issue, to a the price (calculated to the nearest one-hundredth of a cent) determined by multiplying the such Conversion Price by a fraction, fraction (ax) the numerator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue plus (ii) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company Borrower for the total number of Additional Shares of Common Stock so issued or deemed issued would purchase at the such Conversion Price Price, and (by) the denominator of which shall be (i) the number of shares of Common Stock outstanding immediately prior to such issue or deemed issued plus (ii) the number of such Additional Shares of Common Stock so issued or deemed issued; provided thatprovided, for the purpose of this Section 7.4however, that all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities (including the Series C Preferred Loan and any Additional Shares of Common Stock and the shares into which this Note may be converteddeemed issued pursuant to Section 3.3(c) outstanding immediately prior to such issue shall be deemed to be outstandingoutstanding for purposes hereof.