Common use of Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock Clause in Contracts

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6.5(c)) without consideration or for a consideration per share less than the Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the Conversion Price shall be reduced, concurrently with such issue, to an amount (calculated to the nearest cent) determined by multiplying such Conversion Price in effect immediately prior to such issuance by a fraction, (x) the numerator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Convertible Notes and Convertible Securities and the exercise of any Options, except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (B) the number of shares of Common Stock which the net aggregate consideration, if any, received by the Company for the total number of such additional shares of Common Stock so issued would purchase at such Conversion Price in effect immediately prior to such issuance, and (y) the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Preferred Stock and Convertible Securities and the exercise of any Options (except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (B) the total number of such Additional Shares of Common Stock so issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall issue or shall be deemed to issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6.5(cSubsection 8.5(c), but excluding Additional Shares of Common Stock issued pursuant to Subsection 8.5(c)(ii), which event is dealt with in Subsection 8.5(f) hereof) without consideration or for a consideration per share less than the Conversion Price in effect $1.00 per share on the date of and immediately prior to such issue, then and in such eventissue, the such Conversion Price shall be reduced, concurrently with such issueissue in order to increase the number of shares of Common Stock into which the Convertible Preferred Stock is convertible, to an amount (calculated to the nearest cent) a price determined by multiplying such Conversion Price in effect immediately prior to such issuance by a fraction, fraction (x) the numerator of which shall be (A1) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Convertible Notes and Series C Preferred Stock or Convertible Securities and the or upon exercise of any outstanding Options, except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (B2) the number of shares of Common Stock which the net aggregate consideration, if any, consideration received by the Company for the total number of such additional shares Additional Shares of Common Stock so issued would purchase at such Conversion Price in effect immediately prior to such issuancePrice, and (y) the denominator of which shall be (A1) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Preferred Stock and or Convertible Securities and the or upon exercise of any Options (except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)outstanding Options), plus (B2) the total number of such Additional Shares of Common Stock so issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company this Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6.5(c)6.6) without consideration or for a consideration per share less than the Series A-1 Conversion Price applicable on and immediately prior to such issue, then and in such event, the Series A-1 Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying the Series A-1 Conversion Price in effect on the date of and immediately prior to such issue by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue, including any Common Stock issuable pursuant to any then outstanding options, rights or warrants for Common Stock or any class or series of stock convertible into Common Stock (including but not limited to Preferred Stock), plus the number of shares of Common Stock which the aggregate consideration received by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at the Series A-1 Conversion Price in effect on the date of and immediately prior to such issue, then ; and in such event, the Conversion Price shall be reduced, concurrently with such issue, to an amount (calculated to the nearest cent) determined by multiplying such Conversion Price in effect immediately prior to such issuance by a fraction, (x) the numerator denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue (issue, including shares of any Common Stock issuable upon conversion of pursuant to any then outstanding Convertible Notes and Convertible Securities and the exercise of any Optionsoptions, except rights or warrants for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (B) the number of shares of Common Stock which the net aggregate consideration, if any, received by the Company for the total number or any class or series of such additional shares of stock convertible into Common Stock so issued would purchase at such Conversion Price in effect immediately prior (including but not limited to such issuance, and (yPreferred Stock) the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Preferred Stock and Convertible Securities and the exercise of any Options (except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4))issue, plus (B) the total number of such Additional Shares of Common Stock so issued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Company Corporation shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 6.5(c6(e)(5)) without consideration or for a consideration per share less than the applicable Conversion Price of the Class B Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event, the applicable Conversion Price shall be reduced, concurrently with such issue, to an amount issue (calculated to the nearest one hundredth of a cent) determined by multiplying such ), to a new Conversion Price in effect immediately prior obtained by dividing (a) an amount equal to such issuance by a fraction, the sum of (x) the numerator of which shall be (Ai) the number of shares of Common Stock outstanding immediately prior to such issue multiplied by the then applicable Conversion Price and (including shares of Common Stock issuable upon conversion of any outstanding Convertible Notes and Convertible Securities and the exercise of any Options, except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (Bii) the consideration, if any, deemed received by the Corporation upon such issue by (b) the total number of shares of Common Stock which the net aggregate considerationdeemed to be outstanding immediately after such issue; PROVIDED, if anyHOWEVER, received by the Company that, for the total number purposes of such additional any calculation under this Section 6(e)(3), all shares of Common Stock so issued would purchase at outstanding and issuable upon conversion of outstanding Options, Convertible Securities and the Class B Preferred Stock immediately prior to giving effect to such calculation shall be deemed to be outstanding. In no event will the Conversion Price be adjusted as the result of any issuance of any Additional Shares of Common Stock for any amount higher than the Conversion Price in effect immediately prior to such issuance, and (y) the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately prior to such issue (including shares of Common Stock issuable upon conversion of any outstanding Preferred Stock and Convertible Securities and the exercise of any Options (except for Options excluded from the definition of "Additional Shares of Common Stock" under Section 6.5(a)(4)), plus (B) the total number of such Additional Shares of Common Stock so issued.