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 that the Company shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7(c)) without consideration or for a consideration per share less than the Exercise Price of any Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issuance with respect to the Warrant Shares, to a price (calculated to the nearest cent) determined by multiplying the Exercise Price by a fraction (x) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance, plus (2) 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 (y) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance plus (2) the number of such Additional Shares of Common Stock so issued; provided that, for the purposes of this Section 7(e), all shares of Common Stock issuable (i) upon exercise of this Warrant, (ii) upon conversion of all outstanding Convertible Securities, and (iii) upon the exercise of all outstanding Options, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 6(c)(iii), such Additional Shares of Common Stock shall be deemed to be outstanding. If such Additional Shares of Common Stock are issued for no consideration, then the consideration per share shall be deemed to be $0.01.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that If 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(cSubsection 8(a)(iii), but excluding shares issued as a dividend or distribution as provided in Subsection 8(c) or upon a stock split or combination as provided in Subsection 8(b)), without consideration or for a consideration per share less than the applicable Exercise Price of any Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, the such Exercise Price shall be reduced, concurrently with such issuance with respect to the Warrant Shares, issue to a price (calculated to the nearest cent) determined by multiplying the such Exercise Price by a fraction fraction, (xa) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance, issue plus (2) 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 Price; and (yb) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance issue plus (2) the number of such Additional Shares of Common Stock so issued; provided that. Notwithstanding the foregoing, for the purposes applicable Exercise Price shall not be reduced if the amount of this Section 7(e)such reduction would be an amount less than $.01, all shares but any such amount shall be carried forward and reduction with respect thereto made at the time of Common Stock issuable (i) upon exercise of this Warrantand together with any subsequent reduction which, (ii) upon conversion of all outstanding Convertible Securities, together with such amount and (iii) upon the exercise of all outstanding Optionsany other amount or amounts so carried forward, shall be deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 6(c)(iii), such Additional Shares of Common Stock shall be deemed to be outstanding. If such Additional Shares of Common Stock are issued for no consideration, then the consideration per share shall be deemed to be aggregate $0.01.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company shall shall, at any time after the first eighteen (18) months following the Initial Exercise Date, issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7(c9(b)(iii) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below)) , without consideration or for a consideration per share less than the applicable Exercise Price of any Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, the such Exercise Price shall be reduced, concurrently with such issuance with respect to the Warrant Sharesissue, to a price (calculated to the nearest cent) determined by multiplying the such Exercise Price by a fraction fraction, (xA) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance, issue (on an As-Converted Basis) plus (2) 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 such Exercise Price Price; and (yB) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance issue (on an As-Converted Basis) plus (2) the number of such Additional Shares of Common Stock so issued; provided that, for the purposes of this Section 7(e), all shares of Common Stock issuable (i) upon exercise of this Warrant, (ii) upon conversion of all outstanding Convertible Securities, and (iii) upon the exercise of all outstanding Options, shall be issued and/or deemed to be outstanding, and immediately after any Additional Shares of Common Stock are deemed issued pursuant to Section 6(c)(iii), such Additional Shares of Common Stock shall be deemed to be outstanding. If such Additional Shares of Common Stock are issued for no consideration, then the consideration per share shall be deemed to be $0.01issued.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company Company, at any time while this Warrant is outstanding, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7(c9(e)(ii)) without consideration or for a consideration per share less than the Exercise Price Fair Market Value of any Warrant Shares in effect on the date of and immediately prior to such issueCommon Stock, then and in such event, the Exercise Price shall be reduced, concurrently with such issuance with respect to the Warrant Sharesissue, to a price (calculated to the nearest cent) determined by multiplying the Exercise Price then in effect, by a fraction (x) fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance, issue plus (2) 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 the Fair Market Value in the effect immediately prior to such Exercise Price issuance, and (y) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance issue plus (2) the number of such Additional Shares of Common Stock so issued; provided that. For the purpose of the above calculation, for the purposes number of this Section 7(e), all shares of Common Stock issuable (i) upon exercise of this Warrant, (ii) upon conversion of all outstanding Convertible Securities, and (iii) upon the exercise of all outstanding Options, immediately prior to such issue shall be deemed to be outstandingcalculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock and immediately after any outstanding Options bearing an exercise price which is lower than the price at which the Additional Shares of Common Stock are deemed were issued pursuant to Section 6(c)(iii), such Additional Shares had been fully exercised (and the resulting securities fully converted into shares of Common Stock shall be deemed to be outstanding. If Stock, if so convertible) as of such Additional Shares of Common Stock are issued for no consideration, then the consideration per share shall be deemed to be $0.01date.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event that the Company Company, at any time after the Warrant Issue Date shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 7(c8(c)) without consideration or for a consideration per share less than the Exercise Price of any Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, the Exercise Price shall be reduced, concurrently with such issuance with respect to the Warrant Sharesissue, to a price (calculated to the nearest cent) determined by multiplying the such Exercise Price by a fraction (x) fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance, issue plus (2) 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 in effect immediately prior to such issuance, and (y) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issuance issue plus (2) the number of such Additional Shares of Common Stock so issued; provided that. For the purpose of the above calculation, for the purposes number of this Section 7(e), all shares of Common Stock issuable (i) upon exercise of this Warrant, (ii) upon conversion of all outstanding Convertible Securities, and (iii) upon the exercise of all outstanding Options, immediately prior to such issue shall be deemed to be outstandingcalculated on a fully diluted basis, and immediately after any Additional Shares as if all Convertible Securities had been fully converted into shares of Common Stock are deemed issued pursuant to Section 6(c)(iii)and any outstanding warrants, such Additional Shares options or other rights for the purchase of shares of stock or convertible securities had been fully exercised (and the resulting securities fully converted into shares of Common Stock shall be deemed to be outstanding. If Stock, if so convertible) as of such Additional Shares of Common Stock are issued for no consideration, then the consideration per share shall be deemed to be $0.01date.