Common use of Adjustments of Purchase Price and Number of Shares Clause in Contracts

Adjustments of Purchase Price and Number of Shares. The Purchase Price in effect at any time, and the number and kind of securities purchasable upon exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: (a) In case the Company shall hereafter (i) declare a dividend or a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares, or (iv) issue other securities of the Company by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the Purchase Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the owner of any Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if such Warrant had been exercised immediately prior to such time, he would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or reclassification. If any cash is paid or other property that is not stock or securities described above (“Other Property”) is distributed in conjunction with the issuance of distribution of or change in stock or securities described in the foregoing sentence, then the aggregate purchase price for the Common Stock will be reduced by the amount of cash and the value of the Other Property Registered Owner would have received had it exercised this Warrant provided in the foregoing sentence. Such adjustment shall be made successively whenever any event listed above shall occur. (b) If after the date of this agreement, Company purchases for cash or property (other than in exchange for shares of Company’s stock) shares of Company’s Common Stock for a price per share in excess of the then current market value of each share purchased, then the price under this Warrant for each share of Common Stock will be reduced by the amount of such excess. Property will be valued at the time the purchase price is payable. Values under this §9(b) will be determined by Company’s board of directors in good faith, and their determination will be final, binding and conclusive on all parties. Company will furnish Registered Owner with a statement of the valuations under this § 9(b). The acquisition by Company of Common Stock in exchange, in whole or in part, for Company’s debt will be governed by the provisions of this § 9(b) – and not by the provisions of § 9(a). (c) If after the date of this agreement, Company issues any Common Stock or other warrants, options or rights to purchase any Common Stock, and if the purchase price for such Common Stock or other warrants, options or rights (the “Issue Price”) is less than the then current market price, and if any such issuance takes place when the Common Stock is not publicly traded, then the Purchase Price under this Warrant will be reduced to the Issue Price. The Issue Price of Common Stock under any warrant, option or other right will not include the price paid for the warrant, option or other right. The Company shall not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than one share of Common Stock.

Adjustments of Purchase Price and Number of Shares. The Purchase Price in effect at any time, time and the number and kind of securities shares of common stock purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows:hereinafter described. (a) In case the Company shall hereafter (i) declare a stock dividend or make a distribution on its Common Stock outstanding shares of common stock in shares of its Common Stockcommon stock, (ii) subdivide reclassify its outstanding shares of Common Stock, (iii) combine its outstanding Common Stock common stock into a smaller greater number of shares, or (iviii) issue other securities change or exchange the outstanding shares of common stock of the Company by reclassification for a different kind of its Common Stock (including any such reclassification in connection with a consolidation shares or merger in which other security of the Company is or of another corporation through reorganization, merger, consolidation, liquidation or recapitalization, then appropriate adjustments in the continuing corporation), number of Shares subject to this Warrant shall be made and the Purchase Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination combination, reclassification, reorganization, merger, consolidation, liquidation or reclassification recapitalization shall be proportionately adjusted so that the owner Holder of any this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares of Common Stock securities which, if such this Warrant had been exercised by such Holder immediately prior to such timedate, he it would have owned upon such exercise and been entitled to receive upon such stock dividend, distribution, subdivision, combination combination, merger, consolidation, or reclassificationrecapitalization. If any cash is paid or other property that is The number and/or kind of securities receivable upon the exercise of the Warrants and the Warrant Exercise Price shall not stock or securities described above (“Other Property”) is distributed in conjunction with be adjusted due to the issuance of distribution additional preferred or common shares, a reverse split of common shares, or change in stock or securities described in the foregoing sentence, then the aggregate purchase price for the Common Stock will be reduced by the amount issuance of a cash and the value dividend paid out of the Other Property Registered Owner would have received had it exercised this Warrant provided in the foregoing sentence. Such adjustment shall be made successively whenever any event listed above shall occurcurrent earnings. (b) If after the date of this agreement, Company purchases for cash or property (other than in exchange for shares of Company’s stock) shares of Company’s Common Stock for a price per share in excess of the then current market value of each share purchased, then the price under this Warrant for each share of Common Stock will be reduced by the amount of such excess. Property will be valued at the time the purchase price is payable. Values under this §9(b) will be determined by Company’s board of directors in good faith, and their determination will be final, binding and conclusive on all parties. Company will furnish Registered Owner with a statement of the valuations under this § 9(b). The acquisition by Company of Common Stock in exchange, in whole or in part, for Company’s debt will be governed by the provisions of this § 9(b) – and not by the provisions of § 9(a). (c) If after the date of this agreement, Company issues any Common Stock or other warrants, options or rights to purchase any Common Stock, and if the purchase price for such Common Stock or other warrants, options or rights (the “Issue Price”) is less than the then current market price, and if any such issuance takes place when the Common Stock is not publicly traded, then the Purchase Price under this Warrant will be reduced to the Issue Price. The Issue Price of Common Stock under any warrant, option or other right will not include the price paid for the warrant, option or other right. The Company shall not undertake any reverse stock split, combination, reorganization or other reclassification of its capital stock which would have the effect of making this Warrant exercisable for less than one share of Common Stock.