Common use of Adjustment of Number of Shares and Exercise Price Clause in Contracts

Adjustment of Number of Shares and Exercise Price. The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3, the Company's board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "Required Holders") shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors' determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c)) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company's receipt of the Required Holders' notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses. (a) In the event of any change in the outstanding Common Stock of the Company due to stock dividends, consolidations, stock splits or reverse stock splits, the number of shares of Common Stock underlying the Warrant and/or the Exercise Price will be appropriately adjusted, upwards or downwards, so that the Holder thereafter shall be entitled to purchase the number of shares of Common Stock consistent with such change at an exercise price that is proportionate with such change. (b) If the Company issues or sells any Additional Stock (as defined in Section 3(l) below) for a consideration less than Fair Value (as defined in Section 3(c) herein) as of the date of execution of the binding written agreement providing for such issuance or sale, the Exercise Price for the Warrant which was in effect immediately prior to each such issuance shall be reduced to the "Diluted Price". The Diluted Price shall be calculated in accordance with the following formula for any issuance of Additional Stock in a transaction triggering the rights afforded in this Section 3(b) (the "Trigger Transaction"). The product of the per share consideration and the number of shares of Additional Stock issued in connection with the corresponding Trigger Transaction shall hereinafter be referred to as the "Transaction Price". The Diluted Price shall equal the product of (i) the Exercise Price (subject to adjustment pursuant to this Section 3) and (ii) the quotient of (x) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights (including, without limitation, stock appreciation rights ("SARs")) and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock that would have been issued for the Transaction Price if the per share consideration in the Trigger Transaction had been equal to the Fair Value per Share as of the date of execution of the binding written agreement providing for the issuance of the Additional Stock, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock issued in connection with the Trigger Transaction.

Adjustment of Number of Shares and Exercise Price. The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3, the Company's board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "Required Holders") shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors' determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c)) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company's receipt of the Required Holders' notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses. (a) In the event of any change in the outstanding Common Stock of the Company due to stock dividends, consolidations, stock splits or reverse stock splits, the number of shares of Common Stock underlying the Warrant and/or the Exercise Price will be appropriately adjusted, upwards or downwards, so that the Holder thereafter shall be entitled to purchase the number of shares of Common Stock consistent with such change at an exercise price that is proportionate with such change. (b) If the Company issues or sells any Additional Stock (as defined in Section 3(l) below) for a consideration less than Fair Value (as defined in Section 3(c) herein) as of the date of execution of the binding written agreement providing for such issuance or sale, the Exercise Price for the Warrant which was in effect immediately prior to each such issuance shall be reduced to the "Diluted Price". The Diluted Price shall be calculated in accordance with the following formula for any issuance of Additional Stock in a transaction triggering the rights afforded in this Section 3(b) (the "Trigger Transaction"). The product of the per share consideration and the number of shares of Additional Stock issued in connection with the corresponding Trigger Transaction shall hereinafter be referred to as the "Transaction Price". The Diluted Price shall equal the product of (i) the Exercise Price (subject to adjustment pursuant to this Section 3) and (ii) the quotient of (x) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights (including, without limitation, stock appreciation rights ("SARs")) and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock that would have been issued for the Transaction Price if the per share consideration in the Trigger Transaction had been equal to the Fair Value per Share as of the date of execution of the binding written agreement providing for the issuance of the Additional Stock, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock issued in connection with the Trigger Transaction. (c) Fair Value and Current Market Price.

Adjustment of Number of Shares and Exercise Price. The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3, the Company's ’s board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "“Required Holders"”) shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors' ’ determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c)) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company's ’s receipt of the Required Holders' ’ notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses. (a) In the event of any change in the outstanding Common Stock of the Company due to stock dividends, consolidations, stock splits or reverse stock splits, the number of shares of Common Stock underlying the Warrant and/or the Exercise Price will be appropriately adjusted, upwards or downwards, so that the Holder thereafter shall be entitled to purchase the number of shares of Common Stock consistent with such change at an exercise price that is proportionate with such change. (b) If the Company issues or sells any Additional Stock (as defined in Section 3(l) below) for a consideration less than Fair Value (as defined in Section 3(c) herein) as of the date of execution of the binding written agreement providing for such issuance or sale, the Exercise Price for the Warrant which was in effect immediately prior to each such issuance shall be reduced to the "“Diluted Price"”. The Diluted Price shall be calculated in accordance with the following formula for any issuance of Additional Stock in a transaction triggering the rights afforded in this Section 3(b) (the "“Trigger Transaction"”). The product of the per share consideration and the number of shares of Additional Stock issued in connection with the corresponding Trigger Transaction shall hereinafter be referred to as the "“Transaction Price"”. The Diluted Price shall equal the product of (i) the Exercise Price (subject to adjustment pursuant to this Section 3) and (ii) the quotient of (x) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights (including, without limitation, stock appreciation rights ("“SARs"”)) and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock that would have been issued for the Transaction Price if the per share consideration in the Trigger Transaction had been equal to the Fair Value per Share as of the date of execution of the binding written agreement providing for the issuance of the Additional Stock, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock issued in connection with the Trigger Transaction.