Common use of Additional Issuance of Shares Clause in Contracts

Additional Issuance of Shares. (a) In the event that after the date hereof and prior to the Effective Date the Company, without the prior written consent of the Purchasers holding at least a majority of the Registrable Securities, issues or agrees to issue any Common Stock Equivalents, other than shares of Excluded Stock, for a consideration (before deduction of any discounts, fees, commissions and other expenses) to the Company per share less than the Reference Price (the “Issuance Price”), each Purchaser shall be entitled immediately (and in any event prior to the end of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash equal to the product of (A) the difference between the Reference Price minus such Issuance Price, times (B) the number of Shares purchased by such Purchaser hereunder. (i) (b) For purposes of any cash payments to a Purchaser under Section 4.9(a) above, the following provisions shall be applicable: In connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number. (ii) In the case of the issuance of Common Stock Equivalents for cash, the amount of the consideration received by the Company shall be deemed to be the aggregate amount of cash received by the Company for such Common Stock Equivalents. (iii) In the case of the issuance of Common Stock Equivalents for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment.

Additional Issuance of Shares. (a) In the event that after the date hereof and prior to the Effective Date the Company, without the prior written consent first anniversary of the Purchasers holding at least a majority of date hereof the Registrable Securities, Company issues or agrees to issue any Common Stock or Common Stock Equivalents, other than shares of Excluded Stock, for a consideration (before deduction net of any discounts, fees, commissions and other expensescommissions) to the Company per share less than the Reference Price (the “"Issuance Price”"), each Purchaser shall be entitled immediately to receive such number of additional shares of Common Stock (and in any event prior upon payment to the end Company of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash per share equal to the product par value of such additional shares of Common Stock), equal to the excess of (A) the difference between quotient obtained by dividing the Reference aggregate purchase price plus exercise price paid by such Purchaser for such Purchaser's Eligible Shares (it being assumed for this purpose that no portion of the purchase price is attributable to the Warrants) divided by the Issuance Price minus such Issuance Price, times over (B) the number of Eligible Shares purchased then held by such Purchaser hereunderPurchaser. (i) (b) For purposes of any cash payments issuances of additional shares of Common Stock to a Purchaser under Section 4.9(a6.7(a) above, the following provisions shall be applicable: : (i) In connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “"Deemed Number”") shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, and (y) the price per share applicable amount of the consideration received by the Company with respect to such Common Stock Equivalents shall be deemed to equal the aggregate minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common StockStock (the "Deemed Consideration"). With respect to the issuance of any Common Stock Equivalents, divided the Issuance Price shall be calculated by dividing the Deemed Consideration by the Deemed Number. With respect to the issuance of any Common Stock Equivalents and Common Stock, the Issuance Price shall be calculated by dividing (A) the sum of (I) the amount of consideration received by the Company for the Common Stock and (II) the Deemed Consideration by (B) the sum of (I) the number of shares of Common Stock sold in such transaction and (II) the Deemed Number. No further adjustment shall be made under this Section upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents. (ii) In the case of the issuance of Common Stock Equivalents for cash, the amount of the consideration received by the Company shall be deemed to be the aggregate amount of cash received by the Company for such Common Stock Equivalents. (iii) In the case of the issuance of or Common Stock Equivalents for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment. (c) For purposes of this Section 6.7, the following definitions shall apply:

Additional Issuance of Shares. (a) In the event that If at any time from and after the date hereof and prior until the date that is twelve (12) months after the Effective Date, the Company shall issue shares of common stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of common stock ("Common Stock Equivalents"), entitling any person to acquire shares of common stock at a price per share (the "Lesser Per Share Price") less than the per Share Purchase Price, then the Company shall issue to the Effective Date Purchaser, no later than 10 calendar days following the Company, without the prior written consent issuance of the Purchasers holding at least a majority such shares of the Registrable Securities, issues common stock or agrees to issue any Common Stock Equivalents, other than such additional number of shares of Excluded Stock, for a consideration (before deduction of any discounts, fees, commissions and other expenses) to the Company per share less than the Reference Price (the “Issuance Price”), each Purchaser shall be entitled immediately (and in any event prior to the end "Additional Shares") of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash common stock equal to the product excess of (Aa) the difference between quotient obtained by dividing the Reference aggregate Purchase Price minus such Issuance Price, times paid by the Purchaser (Bas set forth on the signature page of this Agreement) divided by the number of Shares purchased by such Purchaser hereunder. (i) Lesser Per Share Price over (b) the quotient obtained by dividing the aggregate Purchase Price paid by the Purchaser divided by the per Share Purchase Price. For purposes of any cash payments to a Purchaser under Section 4.9(a) abovesuch purposes, the following provisions shall be applicable: In in connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock common stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “"Deemed Number”") shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, Equivalents and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stockcommon stock, divided by the Deemed Number. . The shares of common stock referred to in this section shall be subject to proportional adjustment in the event of any subdivision, combination or consolidation of the Company's outstanding common stock or any payment by the Company of a dividend or other distribution of shares of common stock to holders of common stock. The foregoing shall not apply to the grant of options or warrants, or the issuance of additional securities, (i) to any Other Purchasers pursuant to the Agreements provided they are on terms no more favorable than provided to the Purchaser under the Agreement or (ii) In the case of the issuance of Common Stock Equivalents for cashto any employees or consultants under any duly authorized Company stock option, the amount of the consideration received by the Company shall be deemed to be the aggregate amount of cash received by the Company for such Common Stock Equivalentsrestricted stock plan or stock purchase plan. (iii) In the case of the issuance of Common Stock Equivalents for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company, irrespective of any accounting treatment.

Additional Issuance of Shares. (a) In the event that If, at any time from and after the date hereof and prior to until the Effective Date Date, the CompanyCompany shall issue shares of Common Stock or rights, without warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock ("COMMON STOCK EQUIVALENTS"), entitling any Person to acquire shares of Common Stock at a price per share (the prior written consent of "LESSER PER SHARE PRICE") less than the per share purchase price paid by the Purchasers holding at least a majority pursuant to this Agreement, then the Company shall issue to each Purchaser, no later than three (3) Trading Days following the issuance of the Registrable Securities, issues such shares of Common Stock or agrees to issue any Common Stock Equivalents, other than such additional number of shares of Excluded Stock, for a consideration (before deduction of any discounts, fees, commissions and other expenses) to the Company per share less than the Reference Price (the “Issuance Price”), each Purchaser shall be entitled immediately (and in any event prior to the end "ADDITIONAL SHARES") of the first Trading Day after the applicable issuance) to receive from the Company by wire transfer an amount in cash Common Stock equal to the product excess of (A) the difference between quotient obtained by dividing the Reference aggregate purchase price paid by such Purchaser for the shares purchased pursuant to this Agreement divided by the Lesser Per Share Price minus such Issuance Price, times over (B) the number of Shares shares purchased by such Purchaser hereunder. (i) (b) at the Closing. For purposes of any cash payments to a Purchaser under Section 4.9(a) abovesuch purposes, the following provisions shall be applicable: In in connection with any issuance of any Common Stock Equivalents, (x) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”"DEEMED NUMBER") shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, and (y) the price per share applicable to such Common Stock Equivalents shall be deemed to equal the minimum dollar value of consideration payable to the Company to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock, divided by the Deemed Number. The foregoing shall not apply to (a) any grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan or (b) any shares of Common Stock issued pursuant to strategic partnerships, up to an aggregate of 462,962 shares of Common Stock. (iib) In Notwithstanding anything to the case contrary contained in this Section 4.9, the number of the issuance shares of Common Stock Equivalents for cashthat shall be issued to a Purchaser pursuant hereto shall be limited to the extent necessary to insure that, following such issuance, the amount total number of the consideration received by the Company shall be deemed to be the aggregate amount of cash received by the Company for such Common Stock Equivalents. (iii) In the case of the issuance shares of Common Stock Equivalents then beneficially owned by such Purchaser and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Purchaser's for a consideration purposes of Sections 13(d) and 16 of the Exchange Act, does not exceed 9.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of all Warrants and other Convertible Securities held by such Purchaser and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be so aggregated). For such purposes, beneficial ownership shall be determined in whole or accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall, instead of issuing shares of Common Stock in part other than cash, including securities acquired excess of the limitation referred to in exchange therefor (other than securities by their terms so exchangeablethis Section 4.9(d), the consideration other than pay to such Purchaser an amount in cash shall be deemed equal to be the fair market value thereof of the number of shares of Common Stock in excess of such limitation; provided, however, that the Purchaser may, at its option, elect to waive the requirement to deliver such cash and the Company's obligation to issue shares in excess of the foregoing limitation shall be suspended until such time, if any, as determined such shares of Common Stock may be issued in good faith compliance with such limitation. Additionally, by the Board of Directors of written notice to the Company, irrespective the Purchaser may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Purchaser and not to any other Purchaser. (c) All shares to be issued pursuant to this Section 4.9, upon issuance, shall be duly authorized, validly issued, fully paid and non-assessable and free of any accounting treatmentLiens or preemptive or similar rights. Upon the issuance of any shares of Common Stock pursuant to this Section 4.9, such shares shall be "Shares" and "Registrable Securities" for all purposes hereunder. Without limiting the generality of the foregoing, the Purchasers shall have all of the rights provided in Article VI below with respect to such additional Shares, mutatis mutandis.