Common use of Restrictions on Adjustments Clause in Contracts

Restrictions on Adjustments. (i) Except in accordance with Sections 5(a) and 5(b), the Exercise Price and the Aggregate Number will not be adjusted for the issuance of Common Stock or other securities of the Company. (ii) For the avoidance of doubt, except as otherwise provided in Sections 5(a) and 5(b), neither the Exercise Price nor the Aggregate Number will be adjusted: (1) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to any equity incentive plan of the Company; (2) upon any issuance of any shares of Common Stock pursuant to the exercise of the Warrant; (3) upon the offer and sale of shares of Common Stock by the Company in a primary offering; (4) upon the issuance of shares of Common Stock or other securities of the Company in connection with a business acquisition transaction; or (5) upon the issuance of any shares of Common Stock or other securities of the Company in any financing transaction with a third party or with the current lenders or their assignees. (iii) No adjustment shall be made to the Exercise Price or the Aggregate Number for any of the transactions described in Section 5(a) if the Company makes provisions for participation in any such transaction with respect to the Holder of this Warrant without exercise of the Warrant on the same basis as with respect to the shares of Common Stock issuable hereunder with notice that the Company’s board of directors determines in good faith to be fair and appropriate

Restrictions on Adjustments. (i) Except in accordance with Sections 5(a) and 5(b), the Exercise Price and the Aggregate Number will not be adjusted for the issuance of Common Stock or other securities of the Company. (ii) For the avoidance of doubt, except as otherwise provided in Sections 5(a) and 5(b), neither the Exercise Price nor the Aggregate Number will be adjusted: : (1) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to any other equity incentive plan of the Company; ; (2) upon any issuance of any shares of Common Stock pursuant to the exercise of the this Warrant; ; (3) upon the offer and sale of shares of Common Stock by the Company in a primary offeringoffering at a price that is less than Fair Market Value Per Share at the time of such offer and sale; and (4) upon the issuance of shares of Common Stock or other securities of the Company in connection with a business acquisition transaction; or (5) upon the issuance of any shares of Common Stock or other securities of the Company in any financing transaction with a third party or with the current lenders or their assignees. (iii) No adjustment shall be made to the Exercise Price or the Aggregate Number for any of the transactions described in Section 5(a) if the Company makes provisions for participation in any such transaction with respect to the Holder of this Warrant without exercise of the this Warrant on the same basis as with respect to the shares of Common Stock issuable hereunder with notice that the Company’s board of directors determines in good faith to be fair and appropriate

Restrictions on Adjustments. (i) Except in accordance with Sections 5(a) and 5(b), the Exercise Price and the Aggregate Number will not be adjusted for the issuance of Common Stock or other securities of the Company. (ii) For the avoidance of doubt, except as otherwise provided in Sections 5(a) and 5(b), neither the Exercise Price nor the Aggregate Number will be adjusted: : (1) upon the issuance of any shares of Common Stock or other securities or any payments pursuant to any equity incentive plan of the Company; ; (2) upon any issuance of any shares of Common Stock pursuant to the exercise of the Warrant; ; (3) upon the offer and sale of shares of Common Stock by the Company in a primary offering; ; (4) upon the issuance of shares of Common Stock or other securities of the Company in connection with a business acquisition transaction; or or (5) upon the issuance of any shares of Common Stock or other securities of the Company in any financing transaction with a third party or with the current lenders or their assigneesparty. (iii) No adjustment shall be made to the Exercise Price or the Aggregate Number for any of the transactions described in Section 5(a) if the Company makes provisions for participation in any such transaction with respect to the Holder of this Warrant without exercise of the Warrant on the same basis as with respect to the shares of Common Stock issuable hereunder with notice that the Company’s board of directors determines in good faith to be fair and appropriate