Common use of Deemed Issuance of Additional Common Shares Clause in Contracts

Deemed Issuance of Additional Common Shares. The shares of common stock ultimately Issuable upon exercise of an Option (including the shares of common stock ultimately Issuable upon conversion or exercise of a Convertible Security Issuable pursuant to an Option) are deemed to be Issued when the Option is Issued, provided that, if the Company fixes a record date for the determination of holders of any class of securities entitled to receive any such Options, then shares of common stock ultimately Issuable upon exercise of an Option shall be deemed Issued as of the close of business on such record date, provided further that in no event shall Additional Common Shares be deemed to be Issued if the consideration per share of such Additional Common Shares would be less than the Warrant Price in effect on the date of and immediately prior to such issuance, or the record date. The shares of common stock ultimately Issuable upon conversion or exercise of a Convertible Security (other than a Convertible Security Issued pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible Security provided that, if the Company fixes a record date for the determination of holders of any class of securities entitled to receive any such Convertible Securities, then shares of common stock ultimately Issuable upon the conversion or exchange of such Convertible Securities, shall be deemed to be Issued as of the close of business on such record date, provided further, that no Additional Common Shares shall be deemed to have been Issued unless the consideration per share of such Additional Common Shares would be less than the Warrant Price in effect on the date of and immediately prior to such issuance, or the record date. The maximum amount of common stock Issuable is determined without regard to any future adjustments permitted under the instrument creating the Options or Convertible Securities.