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

Adjustment of Exercise 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 paragraph (c) above), without consideration or for a consideration per share less than the Exercise Price in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows: (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including shares described in clause (ii) below), plus the number of shares of Common Stock which the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (including shares described in clause (ii) below) plus the number of such Additional Shares of Common Stock so issued. (ii) For the purposes of clause (i), the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and the Warrant and any other outstanding Options had been fully exercised immediately prior to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such date. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time Company, after the Original Issue Date Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the then-applicable Exercise Price in effect on the date of and immediately prior to such issuePrice, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows: determined by multiplying the then-applicable Exercise Price by a fraction, (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below), issuance plus the number of shares of Common Stock which quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise by (y) the Conversion Price; , and (Bii) the denominator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below) issuance plus the number of such Additional Shares of Common Stock so issued. (ii) For . Upon each such adjustment of the purposes then-applicable Exercise Price pursuant to the provisions of clause (ithis Section 3.3(3), the number of shares Warrant Shares purchasable upon the exercise of Common Stock outstanding each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares adjustment by the number of Common Stock Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such issuance adjustment and dividing the Warrant and any other outstanding Options had been fully exercised immediately prior to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such dateproduct so obtained by the adjusted Exercise Price. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time Company, after the Original Issue Date Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the then-applicable Exercise Price in effect on the date of and immediately prior to such issuePrice, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows: determined by multiplying the then-applicable Exercise Price by a fraction, (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below), issuance plus the number of shares of Common Stock which quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such by (y) the Exercise Price; , and (Bii) the denominator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below) issuance plus the number of such Additional Shares of Common Stock so issued. (ii) For . Upon each such adjustment of the purposes then-applicable Exercise Price pursuant to the provisions of clause (ithis Section 3.3(3), the number of shares Warrant Shares purchasable upon the exercise of Common Stock outstanding each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares adjustment by the number of Common Stock Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such issuance adjustment and dividing the Warrant and any other outstanding Options had been fully exercised immediately prior to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such dateproduct so obtained by the adjusted Exercise Price. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time Company, after the Original Issue Date Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to paragraph (c) above), without consideration or for a consideration per share less than the then-applicable Exercise Price in effect on the date of and immediately prior to such issuePrice, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows: determined by multiplying the then-applicable Exercise Price by a fraction, (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below), issuance plus the number of shares of Common Stock which quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise by (y) the Conversion Price; , and (Bii) the denominator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below) issuance plus the number of such Additional Shares of Common Stock so issued. (ii) For . Upon each such adjustment of the purposes then-applicable Exercise Price pursuant to the provisions of clause (ithis Section 3.3(3), the number of shares Warrant Shares purchasable upon the exercise of Common Stock outstanding each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares adjustment by the number of Common Stock Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such issuance adjustment and dividing the Warrant and any other outstanding Options had been fully exercised immediately prior to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such dateproduct so obtained by the adjusted Exercise Price. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall at any time Company, after the Original Issue Date Date, shall issue (or shall be deemed to have issued as provided in clause (B) below) Additional Shares of Common Stock without consideration (including Additional Shares of Common Stock deemed except for a common stock dividend as to be issued which an adjustment is made pursuant to paragraph (cSection 5.1(a)) above), without consideration or for a consideration per share less than the Exercise Price in effect on Fair Market Value of the date of and immediately prior to such issueCommon Stock, then and in such event, such the Exercise Price with respect to a series of Warrants shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) calculated as follows: determined by multiplying the then-applicable Exercise Price by a fraction, (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below), issuance plus the number of shares of Common Stock which quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at by (y) the consideration per share for such Exercise Price; Additional Shares, and (Bii) the denominator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below) issuance plus the number of such Additional Shares of Common Stock so issued. (ii) For . Upon each such adjustment of the purposes then-applicable Exercise Price with respect to such series of clause (iWarrants pursuant to the provisions of this Section 5.1(b), the number of shares of Common Stock outstanding purchasable upon the exercise of each Warrant of such series shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price with respect to such series in effect immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares adjustment by the number of Common Stock Warrant Shares purchasable upon the exercise of each Warrant of such series immediately prior to such issuance adjustment and dividing the Warrant and any other outstanding Options had been fully exercised immediately prior product so obtained by the adjusted Exercise Price with respect to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such dateseries. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In If while the event Warrants, or any portion thereof, remain outstanding and unexpired, 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 paragraph (cas hereinafter defined) above), without consideration or for a consideration per share less than the then-applicable Exercise Price in effect on the date of and immediately prior to such issuePrice, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated rounded up to the nearest cent) calculated as follows: determined by multiplying the then-applicable Exercise Price by a fraction, (i) The adjusted Exercise Price shall be equal to a fraction: (A) the numerator of which shall be the number of shares of the Company's Common Stock issued and outstanding (on an as-converted, fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below), issuance plus the number of shares of Common Stock which quotient obtained by dividing (x) the aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such by (y) the Exercise Price; , and (Bii) the denominator of which shall be the number of shares of the Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issue (including shares described in clause (ii) below) issuance plus the number of such Additional Shares of Common Stock so issued. (ii) For . Upon each such adjustment of the purposes then-applicable Exercise Price pursuant to the provisions of clause (i)this Section 7, the number of shares Warrant Shares purchasable upon the exercise of Common Stock outstanding the Warrants shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares adjustment by the number of Common Stock Warrant Shares purchasable upon the exercise of the Warrants immediately prior to such issuance adjustment and dividing the Warrant and any other outstanding Options had been fully exercised immediately prior to such issuance (and any resulting Convertible Securities fully converted into Common Stock) as of such dateproduct so obtained by the adjusted Exercise Price. (iii) The applicable Exercise Price shall not be reduced at the time of any issuance of Additional Shares of Common Stock if the amount of such reduction would be an amount less than $0.01, but any such amount shall be carried forward and reduction with respect thereto shall be made at the time and together with any subsequent reduction which, together with such amount and any other amounts so carried forward, shall aggregate $0.01 or more.