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

Adjustment of OII Preferred 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 Preferred Stock without consideration or for a consideration per share less than the OII Preferred Stock Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the OII Preferred 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 Preferred Stock Conversion Price by a fraction, the numerator of which shall be the sum of the number of shares of OII Preferred Stock outstanding immediately prior to such issue plus the number of shares of OII Preferred Stock which the aggregate consideration received by OptiMark Innovations for the total number of Additional Shares of OII Preferred Stock so issued would purchase at such OII Preferred Stock Conversion Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of OII Preferred 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 Preferred Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if any outstanding Options to purchase OII Preferred Stock had been fully exercised as of such date.

Adjustment of OII Preferred 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 Preferred Stock without consideration or for a consideration per share less than the OII Preferred Stock Conversion Price in effect on the date of and immediately prior to such issue, then and in such event, the OII Preferred 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 Preferred Stock Conversion Price by a fraction, the numerator of which shall be the sum of the number of shares of OII Preferred Stock outstanding immediately prior to such issue plus the number of shares of OII Preferred Stock which the aggregate consideration received by OptiMark Innovations for the total number of Additional Shares of OII Preferred Stock so issued would purchase at such OII Preferred Stock Conversion Price in effect immediately prior to such issuance, and the denominator of which shall be the number of shares of OII Preferred 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 Preferred Stock outstanding immediately prior to such issue shall be calculated on a fully diluted basis, as if any outstanding Options to purchase OII Preferred Stock had been fully exercised as of such date.diluted