Common use of Adjustment Formula Clause in Contracts

Adjustment Formula. If at any time or from time to time after the date of the original issuance of shares of Series C Preferred Stock, the Corporation issues or sells, or is deemed by the provisions of this Section 7(e) to have issued or sold, Additional Shares of Common Stock, other than a Common Stock Event as provided in Section 7(d)(i), a dividend or distribution as provided in Section 7(d)(ii), a recapitalization, reclassification or other change as provided in Section 7(d)(iii), or a reorganization, merger or consolidation as provided in Section 7(d)(iv), for an Effective Price that is less than the Series C Conversion Price in effect immediately prior to such issue or sale (or deemed issue or sale), then, and in each such case, the Series C Conversion Price shall be reduced, as of the close of business on the date of such issue or sale to the price obtained by multiplying such Series C Conversion Price by a fraction: (A) The numerator of which shall be the sum of (1) the number of Common Stock Equivalents Outstanding (as defined in Section 7(e)(iii)(C)) immediately prior to such issue or sale of Additional Shares of Common Stock plus (2) the quotient obtained by dividing: (x) the Aggregate Consideration Received (as defined in Section 7(e)(iii)(B)) by the Corporation for the total number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold) by (y) the Series C Conversion Price in effect immediately prior to such issue or sale; and (B) The denominator of which shall be the sum of (1) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (2) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and sold).

Adjustment Formula. If Subject to the provisions of this Section 5(e), if at any time or from time to time after the date of the original issuance of shares of Series C Preferred Stock, Original Issue Date the Corporation issues or sells, or is deemed by the provisions of this Section 7(e5(e) to have issued or sold, Additional Shares of Common StockStock (as defined in Section 9), other otherwise than in connection with a Common Stock Event as provided in Section 7(d)(i5(c), a dividend or distribution as provided in Section 7(d)(ii), a recapitalization, reclassification reclassification, reorganization, merger, consolidation, sale of assets or other change as provided in Section 7(d)(iii), or a reorganization, merger or consolidation as provided in Section 7(d)(iv5(d), for an Effective Price (as defined in Section 9) that is less than the Series C Conversion Price for the Series B Preferred Stock in effect immediately prior to such issue or sale (or deemed issue or sale), then, and in each such case, the Series C Conversion Price for the Series B Preferred Stock shall be reducedadjusted, as of the close of business on the date of such issue or sale sale, to the price amount obtained by multiplying such Series C Conversion Price by a fraction: (A) The the numerator of which shall be the sum of (1x) the number of Common Stock Equivalents Outstanding (as defined in Section 7(e)(iii)(C)9) immediately prior to such issue or sale of Additional Shares of Common Stock plus (2y) the quotient obtained by dividing: (x) dividing the Aggregate Consideration Received (as defined in Section 7(e)(iii)(B)9) by the Corporation for the total number of Additional Shares of Common Stock so issued or and/or sold (or and/or deemed so issued and sold) by (y) the Series C Conversion Price for the of Series B Preferred Stock in effect immediately prior to such issue or sale; and (B) The the denominator of which shall be the sum of (1x) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale (or deemed issue or sale) plus (2y) the number of Additional Shares of Common Stock so issued or sold (or and/or deemed so issued and sold).

Adjustment Formula. If at any time or from time to time after the date of Original Issue Date the original issuance of shares of Series C Preferred Stock, the Corporation Company issues or sells, or is deemed by the provisions of this Section 7(e) 10.7 to have issued or sold, Additional Shares of Common StockStock (as hereinafter defined), other otherwise than in connection with a Common Stock Event as provided in Section 7(d)(i)10.4 hereof, a dividend or distribution as provided in Section 7(d)(ii), 10.5 hereof or a recapitalization, reclassification or other change as provided in Section 7(d)(iii), or a reorganization, merger or consolidation as provided in Section 7(d)(iv)10.6 hereof, for an Effective Price (as hereinafter defined) that is less than the Series C Conversion Price for Series A Preferred Stock in effect immediately prior to such issue or sale (or deemed issue or sale), then, and in each such case, the Series C Conversion Price for Series A Preferred Stock shall be reduced, as of the close of business on the date of such issue or sale sale, to the price obtained by multiplying such Series C Conversion Price by a fraction: (A1) The numerator of which shall be the sum of (1A) the number of Common Stock Equivalents Outstanding (as defined in Section 7(e)(iii)(C)hereinafter defined) immediately prior to such issue or sale of Additional Shares of Common Stock plus (2B) the quotient obtained by dividing: (x) dividing the Aggregate Consideration Received (as defined in Section 7(e)(iii)(B)hereinafter defined) by the Corporation Company for the total number of Additional Shares of Common Stock so issued or sold (or deemed so issued and soldsold pursuant to the provisions of Section 10.7(c) hereof) by (y) the Series C Conversion Price for Series A Preferred Stock in effect immediately prior to such issue or sale; and (B2) The denominator of which shall be the sum of (1A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (2B) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and soldsold pursuant to the provisions of Section 10.7(c) hereof).

Adjustment Formula. If at any time or from time to time after the date of Original Issue Date the original issuance of shares of Series C Preferred Stock, the Corporation Company issues or sells, or is deemed by the provisions of this Section 7(e) 10.7 to have issued or sold, Additional Shares of Common StockStock (as hereinafter defined), other otherwise than in connection with a Common Stock Event as provided in Section 7(d)(i)10.4 hereof, a dividend or distribution as provided in Section 7(d)(ii), 10.5 hereof or a recapitalization, reclassification or other change as provided in Section 7(d)(iii), or a reorganization, merger or consolidation as provided in Section 7(d)(iv)10.6 hereof, for an Effective Price (as hereinafter defined) that is less than the Series C Conversion Price for Series B Preferred Stock in effect immediately prior to such issue or sale (or deemed issue or sale), then, and in each such case, the Series C Conversion Price for Series B Preferred Stock shall be reduced, as of the close of business on the date of such issue or sale sale, to the price obtained by multiplying such Series C Conversion Price by a fraction: (A1) The numerator of which shall be the sum of (1A) the number of Common Stock Equivalents Outstanding (as defined in Section 7(e)(iii)(C)hereinafter defined) immediately prior to such issue or sale of Additional Shares of Common Stock plus (2B) the quotient obtained by dividing: (x) dividing the Aggregate Consideration Received (as defined in Section 7(e)(iii)(B)hereinafter defined) by the Corporation Company for the total number of Additional Shares of Common Stock so issued or sold (or deemed so issued and soldsold pursuant to the provisions of Section 10.7(c) hereof) by (y) the Series C Conversion Price for Series B Preferred Stock in effect immediately prior to such issue or sale; and (B2) The denominator of which shall be the sum of (1A) the number of Common Stock Equivalents Outstanding immediately prior to such issue or sale plus (2B) the number of Additional Shares of Common Stock so issued or sold (or deemed so issued and soldsold pursuant to the provisions of Section 10.7(c) hereof).