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

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of and immediately prior to such issue, then and in such event such applicable Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue 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 so issued would purchase at such applicable Conversion Price in effect immediately prior to such issue, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued and sold; provided, however, that, for the purposes of this Section 3(g)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange of outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iiiparagraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event such applicable then, the Conversion Price of the affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue 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 so issued would purchase at such applicable Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued and sold; provided, however, that, for issued. For the purposes of this Section 3(g)(ivSubsection 4(d)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange exercise of outstanding Options or the conversion of outstanding Convertible SecuritiesSecurities and shares of Preferred Stock, as the case may beand all Additional Shares of Common deemed issued pursuant to Subsection 4(d)(iii) hereof, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iii)paragraph 4(d)(iii) after the date of filing of these Amended and Restated Articles of Incorporation and without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event such applicable then, the Conversion Price of the affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue 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 so issued would purchase at such applicable Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and sold; provideda reduction will be made with respect to such amount at the time of, howeverand together with, thatany subsequent reduction which, for together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Section 3(g)(ivparagraph 4(d)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange of all outstanding shares of Preferred Stock and the exercise and/or conversion of any other outstanding Convertible Securities and all outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation Company shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iiiparagraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price for any series of Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event such applicable event, the Conversion Price for such series of the Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock and Preferred Stock outstanding immediately prior to such issue (without counting as outstanding any Options or Convertible Securities) plus the number of shares of Common Stock which the aggregate consideration received by the Corporation Company for the total number of Additional Shares of Common so issued would purchase at such applicable Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock and Preferred Stock outstanding immediately prior to such issue (without counting as outstanding any Options or Convertible Securities) plus the number of such Additional Shares of Common so issued and sold; provided, however, that, for the purposes of this Section 3(g)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange of outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstandingissued.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation Debtor shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iii7(c)) , without consideration or for a consideration per share less than the applicable Conversion Price in effect on the date of or and immediately prior to such issue, then and in such event such applicable event, the Conversion Price in effect immediately prior to the issuance or such Additional Shares of Common shall be reduced, concurrently concurrent with such issue, to a price an amount (calculated to the nearest centone hundredth of one cent ($0.0001)) determined by multiplying such applicable the Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue issuance plus the number of shares of Common Stock which that the aggregate consideration received by the Corporation Debtor for the total number of Additional Shares of Common so issued such issuance would purchase at such applicable the Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue issuance plus the number of such Additional Shares of Common so issued and soldCommon; provided, however, provided that, for the purposes of this Section 3(g)(iv7(d), all the number of shares of Common Stock issuable upon exerciseoutstanding immediately prior to such issuance shall be calculated on a fully diluted basis, conversion or exchange as if all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding Options or Convertible Securities(including those granted pursuant to the Plans) had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as the case may beof such date, but such calculation shall be deemed to be outstanding, and immediately after not include any Additional Shares of Common are deemed issued pursuant issuable with respect to Section 3(g)(iii)shares of Convertible Securities, such or outstanding Options, solely as a result of the adjustment of the Conversion Price resulting from the issuance of Additional Shares of Common shall be deemed to be outstandingcausing such adjustment.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iiiparagraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event such applicable then, the Conversion Price of the affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue 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 so issued would purchase at such applicable Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and sold; provideda reduction will be made with respect to such amount at the time of, howeverand together with, thatany subsequent reduction which, for together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Section 3(g)(iv4(d)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange of all outstanding shares of Preferred Stock and the exercise and/or conversion of any other outstanding Convertible Securities and all outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstanding.

Adjustment of Conversion Price Upon Issuance of Additional Shares of Common. In the event that this Corporation shall issue Additional Shares of Common (including Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iiiparagraph 4(d)(iii)) without consideration or for a consideration per share less than the applicable Conversion Price of a series of Preferred Stock in effect on the date of and immediately prior to such issue, then and in such event such applicable then, the Conversion Price of the affected series of Preferred Stock shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such applicable Conversion Price theretofore in effect by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue 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 so issued would purchase at such applicable Conversion Price in effect immediately prior to such issuePrice, and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common so issued issued. Notwithstanding the foregoing, the Conversion Price shall not be reduced at such time if the amount of such reduction would be less than $0.01, but any such amount shall be carried forward, and sold; provideda reduction will be made with respect to such amount at the time of, howeverand together with, thatany subsequent reduction which, for together with such amount and any other amounts so carried forward, equal $0.01 or more in the aggregate. For the purposes of this Section 3(g)(ivSubsection 4(d)(iv), all shares of Common Stock issuable upon exercise, conversion or exchange of all outstanding shares of Preferred Stock and the exercise and/or conversion of any other outstanding Convertible Securities and all outstanding Options or Convertible Securities, as the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be deemed to be outstanding.