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

Adjustment of Exercise Price Upon Issuance of Additional Shares of Stock. In the event the Company shall issue Additional Shares of Stock (including Additional Shares of Stock deemed to be issued pursuant to Section 5.4(c)) without consideration or for a consideration per share less than the Exercise Price, then and in such event, such Exercise Price, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying the Exercise Price by a fraction: (1) the numerator of which shall be (i) the number of shares of Stock outstanding immediately prior to the issuance of such Additional Shares of Stock (calculated on a fully diluted basis assuming the exercise or conversion of all Options or Convertible Securities which are exercisable or convertible at the time such calculation is being made), plus (ii) the number of shares of Stock which the net aggregate consideration, if any, received by the Company for the total number of such Additional Shares of Stock so issued would purchase at the Exercise Price in effect immediately prior to such issuance, and (2) the denominator of which shall be (i) the number of shares of Stock outstanding immediately prior to the issuance of such Additional Shares of Stock (calculated on a fully diluted basis assuming the exercise or conversion of all Options or Convertible Securities which are exercisable or convertible at the time such calculation is being made), plus (ii) the number of such Additional Shares of Stock so issued.

Adjustment of Exercise Price Upon Issuance of Additional Shares of Stock. In the event the Company shall issue Additional Shares of Stock (including Additional Shares of Stock deemed to be issued pursuant to Section 5.4(c4.4(c)) without consideration or for a consideration per share less than the Exercise Price, then and in such event, such Exercise Price, shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying the Exercise Price by a fraction: (1) the numerator of which shall be (i) the number of shares of Stock outstanding immediately prior to the issuance of such Additional Shares of Stock (calculated on a fully diluted basis assuming the exercise or conversion of all Options or Convertible Securities which are exercisable or convertible at the time such calculation is being made), plus (ii) the number of shares of Stock which the net aggregate consideration, if any, received by the Company for the total number of such Additional Shares of Stock so issued would purchase at the Exercise Price in effect immediately prior to such issuance, and (2) the denominator of which shall be (i) the number of shares of Stock outstanding immediately prior to the issuance of such Additional Shares of Stock (calculated on a fully diluted basis assuming the exercise or conversion of all Options or Convertible Securities which are exercisable or convertible at the time such calculation is being made), plus (ii) the number of such Additional Shares of Stock so issued.