Common use of Additional Issuances; Purchase Price Adjustment Clause in Contracts

Additional Issuances; Purchase Price Adjustment. (a) In addition to and without limitation of all other indemnities and remedies in this Agreement, as a protection to the Purchasers against the existence of Capital Stock of the Company or any of its Subsidiaries not disclosed in Section 3.03 hereof, in the event that, at any time, the representations and warranties set forth in Section 3.03 hereof are determined not to have been true as of the Closing, the Company shall issue to the Purchasers (on a pro rata basis), at no cost to the Purchasers, and as an adjustment to the Purchase Price paid by the Purchasers: (1) if any Notes is outstanding at the time of such issue and adjustment, additional Notes; or (2) if no Notes are outstanding at the time of such issue and adjustment, additional Common Shares; such that, if such additional Notes or Common Shares, as the case may be, were issued to the Purchasers at Closing, the Purchasers would own the same percentage of the Common Shares on an "as converted" basis (assuming for all purposes of this Section 7.06 that the Conversion Price is the Base Conversion Price) as they would if such representations and warranties had been true in all respects. (b) Any additional Notes or Common Shares issued to the Purchasers pursuant to this Section 7.06 shall be treated as if they were issued on the date of the Closing and shall reflect any interest, dividends or other distributions which would have accrued or have been payable with respect to and the application of any anti-dilution, pre-emptive rights or similar provisions which would have been applicable to such additional Notes or Common Shares had they been issued on the date hereof. (c) For purposes of this Section 7.06, any additional Notes purchased by Xxxx Xxxxx pursuant to the Executive Agreement shall be deemed to have been issued to her at Closing pursuant to this Agreement.

Additional Issuances; Purchase Price Adjustment. (a) In addition to and without limitation of all other indemnities and remedies in this Agreement, as a protection to the Purchasers against the existence of Capital Stock of the Company or any of its Subsidiaries not disclosed in Section 3.03 hereof, in the event that, that at any time, time after the representations Closing the representation and warranties warranty set forth in the last sentence of Section 3.03 hereof are 2.3 is determined not to have been true as of the Closingwhen made, the Company Corporation shall issue to the Purchasers Investors (on a pro rata basis), at no cost to the PurchasersInvestors, and as an adjustment to the Purchase Price purchase price paid by the Purchasers: (1) if any Notes is outstanding at the time Investors per share of such issue and adjustmentSeries A Preferred Stock, an additional Notes; or (2) if no Notes are outstanding at the time amount of such issue and adjustment, additional Common Shares; Series A Preferred Stock such that, if such issuance of additional Notes or Common Shares, as Series A Preferred Stock were made at the case may be, were issued to the Purchasers at Closing, the Purchasers such representation and warranty would own the same percentage of the Common Shares on an "as converted" basis (assuming for all purposes of this Section 7.06 that the Conversion Price is the Base Conversion Price) as they would if such representations and warranties had have been true and accurate in all respectsrespects when made. (b) If at the time of any required purchase price adjustment pursuant to Section 1.10(a) all shares of Series A Preferred Stock have been converted into (c) Any additional Notes or shares of Series A Preferred Stock and Common Shares Stock issued to the Purchasers Investors pursuant to this Section 7.06 1.10 shall be treated as if they were issued on the date of the Closing hereof and shall reflect any interest, dividends or other distributions which would have accrued or have been payable with respect to and the application of any anti-dilution, pre-emptive rights ratable treatment or similar provisions (as set forth in the Certificate of Incorporation, applicable law or otherwise) which would have been applicable to such additional Notes or shares of Series A Preferred Stock and Common Shares Stock had they been issued on the date hereof. (cd) For purposes In connection with any issuance of this Section 7.06, any additional Notes purchased by Xxxx Xxxxx pursuant to the Executive Agreement shall be deemed to have been issued to her at Closing Series A Preferred Stock pursuant to this AgreementSection 1.10, the Corporation shall reserve a sufficient number of shares of Common Stock for issuance to the Investors upon the conversion of the shares of Series A Preferred Stock so issued. Any shares of Series A Preferred Stock or Common Stock issued to the Investors pursuant to this Section 1.10 shall, when issued, be validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof and free and clear of all encumbrances.

Additional Issuances; Purchase Price Adjustment. (a) In addition to and without limitation of all other indemnities and remedies in this Agreement, as a protection to the Purchasers against the existence of Capital Stock of the Company or any of its Subsidiaries not disclosed in Section 3.03 hereof, in the event that, that at any timetime on or after the Initial Closing or the Subsequent Closing, as the case may be, the representations representation and warranties warranty set forth in the last sentence of Section 3.03 hereof are 2.3 is determined not to have been true as of the Closingwhen made, the Company shall issue to the Purchasers Pequot Entities (on a pro rata basisbasis based on the number of shares of Series D Preferred Stock purchased hereunder by each entity), at no cost to the PurchasersPequot Entities, and as an adjustment to the Purchase Price paid by the Purchasers: (1) if any Notes is outstanding at Pequot Entities for the time Series D Preferred Stock and Warrants, an additional amount of such issue and adjustment, additional Notes; or (2) if no Notes are outstanding at the time of such issue and adjustment, additional Common Shares; Series D Preferred Stock such that, if such issuance of additional Notes Series D Preferred Stock were made at the Initial Closing or Common Sharesthe Subsequent Closing, as the case may be, were issued to the Purchasers at Closing, the Purchasers such representation and warranty would own the same percentage of the Common Shares on an "as converted" basis (assuming for all purposes of this Section 7.06 that the Conversion Price is the Base Conversion Price) as they would if such representations and warranties had have been true and accurate in all respectsrespects when made. (b) If at the time of any required Purchase Price adjustment pursuant to Section 1.4(a) all shares of Series D Preferred Stock have been mandatorily converted into shares of Common Stock pursuant to Section 6(a) of the Company's Certificate of Designation, the Company shall promptly issue to the Pequot Entities (on a pro rata basis based on the number of shares of Series D Preferred Stock purchased hereunder by each entity), at no cost to the Pequot Entities and as an adjustment to the Purchase Price paid by the Pequot Entities for the Series D Preferred Stock and Warrants, an additional amount and kind of Common Stock equal to the amount and kind of Common Stock (such amount, the "Additional Common Stock Amount") issuable upon the conversion (based on the conversion price in effect at the time the last shares of Series D Preferred Stock were converted into shares of Common Stock) of the amount of Series D Preferred Stock which would have been issued with respect to such Purchase Price adjustment pursuant to Section 1.4(a) if such Purchase Price adjustment had been made immediately prior to the time the last shares of Series D Preferred Stock were converted into shares of Common Stock. (c) Any additional Notes or shares of Series D Preferred Stock and Common Shares Stock issued to the Purchasers Pequot Entities pursuant to this Section 7.06 1.4 shall be treated as if they were issued on the date hereof or on the date of the Closing Subsequent Closing, as the case may be, and shall reflect or be accompanied by any interest, dividends or other distributions which would have accrued or have been payable with respect to to, and the application of any anti-dilutionantidilution, pre-emptive rights ratable treatment or similar provisions (as set forth in the Company's Certificate of Incorporation, applicable law or otherwise) which would have been applicable to to, such additional Notes or shares of Series D Preferred Stock and Common Shares Stock had they been issued on the date hereofhereof or on the date of the Subsequent Closing, as the case may be. (cd) For purposes In connection with (i) any issuance of this Section 7.06, any additional Notes purchased by Xxxx Xxxxx Series D Preferred Stock pursuant to Section 1.4(a) (with respect to any such issuance, the Executive Agreement amount of Series D Preferred Stock so issued referred to as the "Additional Preferred Stock Amount"), the Company shall be deemed promptly issue to have been issued the Pequot Entities (on a pro rata basis based on the number of shares of Series D Preferred Stock purchased hereunder by each entity), at no cost to her the Pequot Entities and as an adjustment to the Purchase Price paid by the Pequot Entities for the Series D Preferred Stock and the Warrants, an additional number of Warrants having the right to purchase an amount of Common Stock equal to one-third of the Common Stock issuable upon conversion of the Additional Preferred Stock Amount and (ii) any issuance of Common Stock pursuant to Section 1.4(b), the Company shall promptly issue to the Pequot Entities (on a pro rata basis based on the number of shares of Series D Preferred Stock purchased hereunder by each entity), at Closing no cost to the Pequot Entities and as an adjustment to the Purchase Price paid by the Pequot Entities for the Series D Preferred Stock and the Warrants, an additional number of Warrants having the right to purchase an amount of Common Stock equal to one-third of the Additional Common Stock Amount in respect of such issuance. (e) In connection with any issuance of Series D Preferred Stock and/or Warrants pursuant to this AgreementSection 1.4, the Company shall reserve a sufficient number of shares of (i) Common Stock for issuance to the Pequot Entities upon exercise of the Warrants so issued and (ii) Common Stock for issuance to the Pequot Entities upon the conversion of the shares of Series D Preferred Stock so issued. Any shares of Series D Preferred Stock or Common Stock issued to the Pequot Entities pursuant to this Section 1.4 shall, when issued, be validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof and free and clear of all Encumbrances.

Additional Issuances; Purchase Price Adjustment. (a) In addition to and without limitation of all other indemnities and remedies in this Agreement, as a protection to the Purchasers against the existence of Capital Stock of the Company or any of its Subsidiaries not disclosed in Section 3.03 hereof, in the event that, that at any timetime on or after the Initial Closing or the Subsequent Closing, as the case may be, the representations representation and warranties warranty set forth in the last sentence of Section 3.03 hereof are 2.3 is determined not to have been true as of the Closingwhen made, the Company shall issue to the Purchasers Purchaser (on a pro rata basisbasis based on the number of shares of Series A Preferred Stock purchased hereunder by such Purchaser), at no cost to the PurchasersPurchaser, and as an adjustment to the Purchase Price paid by the Purchasers: (1) if any Notes is outstanding at Purchaser for the time Series A Preferred Stock and Warrants, an additional amount of such issue and adjustment, additional Notes; or (2) if no Notes are outstanding at the time of such issue and adjustment, additional Common Shares; Series A Preferred Stock such that, if such issuance of additional Notes Series A Preferred Stock were made at the Initial Closing or Common Sharesthe Subsequent Closing, as the case may be, were issued to the Purchasers at Closing, the Purchasers such representation and warranty would own the same percentage of the Common Shares on an "as converted" basis (assuming for all purposes of this Section 7.06 that the Conversion Price is the Base Conversion Price) as they would if such representations and warranties had have been true and accurate in all respectsrespects when made. (b) If at the time of any required Purchase Price adjustment pursuant to Section 1.5(a) all shares of Series A Preferred Stock have been mandatorily converted into shares of Common Stock pursuant to Section 5(b) of the Company’s Certificate of Designation, the Company shall promptly issue to the Purchaser (on a pro rata basis based on the number of shares of Series A Preferred Stock purchased hereunder by such Purchaser), at no cost to the Purchaser and as an adjustment to the Purchase Price paid by the Purchaser for the Series A Preferred Stock and Warrants, an additional amount and kind of Common Stock equal to the amount and kind of Common Stock (such amount, the “Additional Common Stock Amount”) issuable upon the conversion (based on the conversion price in effect at the time the last shares of Series A Preferred Stock were converted into shares of Common Stock) of the amount of Series A Preferred Stock which would have been issued with respect to such Purchase Price adjustment pursuant to Section 1.5(a) if such Purchase Price adjustment had been made immediately prior to the time the last shares of Series A Preferred Stock were converted into shares of Common Stock. (c) Any additional Notes or shares of Series A Preferred Stock and Common Shares Stock issued to the Purchasers Purchaser pursuant to this Section 7.06 1.5 shall be treated as if they were issued on the date hereof or on the date of the Closing Subsequent Closing, as the case may be, and shall reflect or be accompanied by any interest, dividends or other distributions which would have accrued or have been payable with respect to to, and the application of any anti-dilutionantidilution, pre-emptive rights ratable treatment or similar provisions (as set forth in the Company’s Certificate of Incorporation, applicable law or otherwise) which would have been applicable to to, such additional Notes or shares of Series A Preferred Stock and Common Shares Stock had they been issued on the date hereofhereof or on the date of the Subsequent Closing, as the case may be. (cd) For purposes In connection with (i) any issuance of this Section 7.06, any additional Notes purchased by Xxxx Xxxxx Series A Preferred Stock pursuant to Section 1.5(a) (with respect to any such issuance, the Executive Agreement amount of Series A Preferred Stock so issued referred to as the “Additional Preferred Stock Amount”), the Company shall be deemed promptly issue to the Purchaser (on a pro rata basis based on the number of shares of Series A Preferred Stock purchased hereunder by such Purchaser), at no cost to the Purchaser and as an adjustment to the Purchase Price paid by the Purchaser for the Series A Preferred Stock and the Warrants, an additional number of Warrants having the right to purchase an amount of Common Stock equal to the number of shares of Common Stock issuable upon conversion of the Additional Preferred Stock Amount times .4845 and (ii) any issuance of Common Stock pursuant to Section 1.5(b), the Company shall promptly issue to the Purchaser (on a pro rata basis based on the number of shares of Series A Preferred Stock purchased hereunder by such Purchaser), at no cost to the Purchaser and as an adjustment to the Purchase Price paid by the Purchaser for the Series A Preferred Stock and the Warrants, an additional number of Warrants having the right to purchase an amount of Common Stock equal to the Additional Common Stock Amount in respect of such issuance times .4845. The Warrants issuable pursuant to subsections 1.5(d) (i) and (ii) shall have been issued an exercise price equal to her at Closing $0.536. (e) In connection with any issuance of Series A Preferred Stock and/or Warrants pursuant to this AgreementSection 1.5, the Company shall reserve a sufficient number of shares of (i) Common Stock for issuance to the Purchaser upon exercise of the Warrants so issued and (ii) Common Stock for issuance to the Purchaser upon the conversion of the shares of Series A Preferred Stock so issued. Any shares of Series A Preferred Stock or Common Stock issued to the Purchaser pursuant to this Section 1.5 shall, when issued, be validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof and free and clear of all Encumbrances.