Common use of Adjustment of OII Common Stock Conversion Price Clause in Contracts

Adjustment of OII Common Stock Conversion Price. In the event OptiMark Innovations, at any time after the Closing Date but on or prior to the Maturity Date, shall issue Additional Shares of OII Common Stock without consideration or for a consideration per share less than the OII Common Stock Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the OII Common Stock Conversion Price then in effect shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such OII Common Stock Conversion Price by a fraction, the numerator of which shall be the sum of the number of shares of OII Common Stock outstanding immediately prior to such issue plus the number of shares of OII Common Stock which the aggregate consideration received by OptiMark Innovations for the total number of Additional Shares of OII Common Stock so issued would purchase at such OII Common Stock Conversion Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of OII Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of OII Common Stock so issued. For the purpose of the above calculation, the number of shares of OII Common Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if any outstanding Options to purchase OII Common Stock had been fully exercised as of such date.