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

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall, at any time after the first eighteen (18) months following the Initial Exercise Date, issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event (A) If the Company shall, at any time after the first eighteen (18) months following the Initial Exercise Date, shall issue Additional Shares of Common Stock (including including, without limitation, Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii10(a)(ii) above and but excluding shares Additional Shares of Common Stock deemed to be issued as a stock split or combination as provided in pursuant to Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below10(a)(iii)(B)(I), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issueissuance, then and in such event, such applicable Exercise Price shall be reduced, concurrently with such issueissuance, to a price (calculated to the nearest cent) determined by multiplying such applicable Exercise Price by a fraction, fraction which is equal to (AI) the numerator of which shall be the sum of (1a) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2b) the number of shares of Common Stock which the aggregate consideration received or deemed to be have been received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such applicable Exercise Price; and Price divided by (BII) the denominator sum of which shall be the (x) number of shares of Common Stock outstanding immediately prior to such issue issuance plus (on an As-Converted Basisy) plus the number of such Additional Shares of Common Stock so issued and/or or deemed to be issued.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event If the Company shall, shall at any time after the first eighteen (18) months following the Initial Exercise Date, Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii) above and Subsection 8(a)(iii), but excluding shares issued as a dividend or distribution as provided in Subsection 8(c) or upon a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) belowSubsection 8(b)), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, issue to a price (calculated to the nearest cent) determined by multiplying such Exercise Price by a fraction, (Aa) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (Bb) the denominator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (on an As-Converted Basis2) plus the number of such Additional Shares of Common Stock so issued and/or deemed to issued. Notwithstanding the foregoing, the applicable Exercise Price shall not be issuedreduced if the amount of such reduction would be an amount less than $.01, but any such amount shall be carried forward and reduction with respect thereto made at the time of and together with any subsequent reduction which, together with such amount and any other amount or amounts so carried forward, shall aggregate $.01 or more.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. (i) In the event the Company shall, at any time after the first eighteen (18) months following the Initial Exercise Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below5.3(f)(ii)), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issue, then then, and in each such event, such the Exercise Price will be recalculated in accordance with the following formula: the Exercise Price then in effect shall be reduced, concurrently with such issue, to a price determined by multiplying such Exercise Price multiplied by a fraction, (Ax) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue issuance (on an As-Converted Basis"Outstanding Common Stock") plus the number of shares of Common Stock that the aggregate consideration (determined in the manner provided in Section 5.3(f)(iii)) received by the Company for such issuance would purchase at the Exercise Price in effect immediately prior to such issuance; and (y) the denominator of which shall be the number of shares of Outstanding Common Stock plus the number of shares of such Additional Shares of Common Stock. For purposes of the foregoing calculation, the term "Outstanding Common Stock" shall include, without limitation, shares of Common Stock so issued and/or deemed or issuable upon the exercise, exchange or conversion of outstanding securities, excluding Common Stock issuable upon the exercise, exchange or conversion of options, warrants or similar rights to be issuedacquire Common Stock, at a price greater than the Volume Weighted Market Value as of the date of adjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shallCompany, at any time after the first eighteen (18) months following the Initial Exercise Datewhile this Warrant is outstanding, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii9(e)(ii)) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below), without consideration or for a consideration per share less than the applicable Exercise Price Fair Market Value of Warrant Shares in effect on the date of and immediately prior to such issueCommon Stock, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such the Exercise Price then in effect, by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Fair Market Value in the effect immediately prior to such Exercise Price; issuance, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock and any outstanding Options bearing an exercise price which is lower than the price at which the Additional Shares of Common Stock were issued and/or deemed to be issuedhad been fully exercised (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shallCompany, at any time after the first eighteen (18) months following the Initial Exercise Date, Original Issue Date shall issue any Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii9(e)(iii)) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, such the Exercise Price shall be reduced, concurrently with such issue, to a price determined by multiplying such the Exercise Price by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at the Exercise Price in effect immediately prior to such Exercise Price; issuance, and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) plus the number of such Additional Shares of Common Stock so issued and/or deemed issued. For the purpose of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issue shall be issuedcalculated on a fully diluted basis, as if all Convertible Securities had been fully converted into shares of Common Stock immediately prior to such issuance and any outstanding warrants, options or other rights for the purchase of shares of stock or Convertible Securities had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. (i) In the event the Company shall, at any time after the first eighteen (18) months following the Initial Exercise Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below5.3(f)(ii)), without consideration or for a consideration per share less than the applicable Exercise Price of Warrant Shares in effect on the date of and immediately prior to such issue, then then, and in each such event, such the Exercise Price will be recalculated in accordance with the following formula: the Exercise Price then in effect shall be reduced, concurrently with such issue, to a price determined by multiplying such Exercise Price multiplied by a fraction, (Ax) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue issuance (on an As-Converted Basis"Outstanding Common Stock") plus (2) the number of shares of Common Stock which that the aggregate consideration received or to be (determined in the manner provided in Section 5.3(f)(iii)) received by the Company for the total number of Additional Shares of Common Stock so issued such issuance would purchase at the Exercise Price in effect immediately prior to such Exercise Priceissuance; and (By) the denominator of which shall be (1) the number of shares of Outstanding Common Stock outstanding immediately prior to such issue plus (on an As-Converted Basis2) plus the number of shares of such Additional Shares of Common Stock so issued. For purposes of the foregoing calculation, the term "Outstanding Common Stock" shall include, without limitation, shares of Common Stock issued and/or deemed or issuable upon the exercise, exchange or conversion of outstanding securities, excluding Common Stock issuable upon the exercise, exchange or conversion of options, warrants or similar rights to be issuedacquire Common Stock, at a price greater than the then Volume-Weighted Market Value as of the date of adjustment.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Common Stock. In the event the Company shall, at any time after the first eighteen (18) months following the Initial Exercise Date, shall issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 9(b)(iii3.1(c)) above and excluding shares issued as a stock split or combination as provided in Section 9(e) below or upon a dividend or distribution as provided in Section 9(f) below), without consideration or for a consideration per share less than the applicable Exercise Price of the Warrant Shares in effect on the date of and immediately prior to such issue, then and in such event, such the applicable Exercise Price shall be reduced, concurrently with such issue, to a price determined by multiplying such Exercise Price by a fraction, (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issue (on an As-Converted Basis) issue, including any Common Stock issuable pursuant to any then outstanding Options and Convertible Securities, plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such the then applicable Exercise Price; Price and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior 30 to such issue (on an As-Converted Basis) issue, including any Common Stock issuable pursuant to any then outstanding Options and Convertible Securities, plus the number of such Additional Shares of Common Stock so issued and/or deemed to be issued.