Common use of Adjustment to Exercise Price for Dilutive Issues Clause in Contracts

Adjustment to Exercise Price for Dilutive Issues. In case the Company at any time or from time to time before or during the Exercise Period issues any shares of Warrant Stock (other than shares (x) issued as a stock dividend or stock split as provided in Section 4.2, (y) pursuant to exercise of options, warrants or other securities convertible into Warrant Stock and outstanding on the original issuance date of this Warrant or (z) pursuant to any equity compensation granted in the ordinary course to Company directors and employees) for a consideration per share that is less than the Exercise Price, then on the date of that issue the Exercise Price shall be reduced to a price (calculated to the nearest cent) equal to the quotient of (a) the sum of (i) the per-share consideration received by the Company in that issue plus (ii) the product of the number of fully diluted shares of equity securities of the Company outstanding immediately before the issuance times the Exercise Price, divided by (b) the number of fully diluted shares of equity securities of the Company outstanding immediately after the issuance. In the case of the issuance of options to purchase or rights to subscribe for Warrant Stock, securities by their terms convertible into or exchangeable for Warrant Stock, or options to purchase or rights to subscribe for convertible or exchangeable securities, the following provisions shall apply: (a) the aggregate maximum number of shares of Warrant Stock deliverable on exercise of options to purchase or rights to subscribe for Warrant Stock will be deemed to have been issued at the time those options or rights were issued for a consideration equal to the consideration received by this corporation on the issuance of the options or rights plus the minimum purchase price provided in the options or rights for the Warrant Stock covered by the options or rights, but no further adjustment to the Exercise Price will be made for the actual issuance of Warrant Stock on the exercise of the options or rights in accordance with their terms; (b) the aggregate maximum number of shares of Warrant Stock deliverable on conversion of or in exchange for any convertible or exchangeable securities or on the exercise of options to purchase or rights to subscribe for convertible or exchangeable securities and subsequent conversion or exchange of those securities will be deemed to have been issued at the time the securities were issued or the options or rights were issued for a consideration equal to the consideration received by this corporation for any convertible or exchangeable securities and related options or rights, plus the additional consideration, if any, to be received by this corporation on the conversion or exchange of those securities or the exercise of any related options or rights, but no further adjustment to the Exercise Price will be made for the actual issuance of Warrant Stock on the conversion or exchange of the securities in accordance with their terms; (c) if options, rights or convertible or exchangeable securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to this corporation, or decrease in the number of shares of Warrant Stock issuable, on the exercise, conversion or exchange of those securities, the Exercise Price computed on the original issue thereof, and any subsequent adjustments, will, on that increase or decrease becoming effective, be recomputed to reflect the increase or decrease with respect to the options, rights and securities not already exercised, converted or exchanged before the increase or decrease became effective, but no further adjustment to the Warrant Price will be made for the actual issuance of Warrant Stock on the exercise of any options or rights or the conversion or exchange of those securities in accordance with their terms; (d) on the expiration of any options or rights, the termination of any rights to convert or exchange or the expiration of any options or rights related to convertible or exchangeable securities, the Exercise Price will promptly be readjusted to the Exercise Price as would have been obtained had the adjustment which was made on the issuance of the options, rights or securities or options or rights related to those securities been made on the basis of the issuance of only the number of shares of Warrant Stock actually issued on the exercise of the options or rights, on the conversion or exchange of those securities or on the exercise of the options or rights related to those securities.

Adjustment to Exercise Price for Dilutive Issues. i. In case the Company shall at any time or from time to time before or during from the Exercise Period issues issuance date of this Warrant through the Termination issue any shares of Warrant Stock Shares (other than shares (x) issued as a stock dividend or stock split as otherwise provided in this Section 4.2, (y) pursuant to exercise of options, warrants or other securities convertible into Warrant Stock and outstanding on the original issuance date of this Warrant or (z) pursuant to any equity compensation granted in the ordinary course to Company directors and employees2) for a consideration per share that is less than the Exercise PricePrice set forth in Section 1b)i above, then on the date of that such issue the Exercise Price shall be reduced to a price (calculated to the nearest cent) equal to the quotient of (a) the sum of (i) the per-share consideration received by the Company in that such issue plus (ii) the product of the number of fully diluted shares of equity securities of the Company outstanding immediately before prior to the issuance times the Exercise Price, Price divided by (b) the number of fully diluted shares of equity securities of the Company outstanding immediately after the issuance. ii. In the case of the issuance of options to purchase or rights to subscribe for Warrant StockShares, securities by their terms convertible into or exchangeable for Warrant StockShares, or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply: (aA) the aggregate maximum number of shares of Warrant Stock Shares deliverable on upon exercise of such options to purchase or rights to subscribe for Warrant Stock will Shares shall be deemed to have been issued at the time those such options or rights were issued for a consideration equal to the consideration received by this corporation on upon the issuance of the such options or rights plus the minimum purchase price provided in the such options or rights for the Warrant Stock Shares covered by the options or rightsthereby, but no further adjustment to the Exercise Price will shall be made for the actual issuance of Warrant Stock on Shares upon the exercise of the such options or rights in accordance with their terms; (bB) the aggregate maximum number of shares of Warrant Stock Shares deliverable on upon conversion of or in exchange for any such convertible or exchangeable securities or on upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange of those securities will thereof shall be deemed to have been issued at the time the such securities were issued or the such options or rights were issued for a consideration equal to the consideration received by this corporation for any convertible or exchangeable such securities and related options or rights, plus the additional consideration, if any, to be received by this corporation on upon the conversion or exchange of those such securities or the exercise of any related options or rights, but no further adjustment to the Exercise Price will shall be made for the actual issuance of Warrant Stock on Shares upon the conversion or exchange of the such securities in accordance with their terms; (cC) if such options, rights or convertible or exchangeable securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to this corporation, or decrease in the number of shares of Warrant Stock Shares issuable, on upon the exercise, conversion or exchange of those securitiesthereof, the Exercise Price computed on upon the original issue thereof, and any subsequent adjustmentsadjustments based thereon, willshall, on that upon such increase or decrease becoming effective, be recomputed to reflect the such increase or decrease with respect to the such options, rights and securities not already exercised, converted or exchanged before the prior to such increase or decrease became becoming effective, but no further adjustment to the Warrant Price will shall be made for the actual issuance of Warrant Stock on Shares upon the exercise of any such options or rights or the conversion or exchange of those such securities in accordance with their terms; (dD) on upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price will shall promptly be readjusted to the such Exercise Price as would have been obtained had the adjustment which was made on upon the issuance of the such options, rights or securities or options or rights related to those such securities been made on upon the basis of the issuance of only the number of shares of Warrant Stock Shares actually issued on upon the exercise of the such options or rights, on upon the conversion or exchange of those such securities or on upon the exercise of the options or rights related to those such securities.

Adjustment to Exercise Price for Dilutive Issues. In case the ---------------------------------------------------- Company at any time or from time to time before or during the Exercise Period issues any shares of Warrant Stock (other than shares (x) issued as a stock dividend or stock split as provided in Section 4.2, (y) pursuant to exercise of options, warrants or other securities convertible into Warrant Stock and outstanding on the original issuance date of this Warrant or (z) pursuant to any equity compensation granted in the ordinary course to Company directors and employees) for a consideration per share that is less than the Exercise Price, then on the date of that issue the Exercise Price shall be reduced to a price (calculated to the nearest cent) equal to the quotient of (a) the sum of (i) the per-share consideration received by the Company in that issue plus (ii) the product of the number of fully diluted shares of equity securities of the Company outstanding immediately before the issuance times the Exercise Price, divided by (b) the number of fully diluted shares of equity securities of the Company outstanding immediately after the issuance. In the case of the issuance of options to purchase or rights to subscribe for Warrant Stock, securities by their terms convertible into or exchangeable for Warrant Stock, or options -------------------------------------------------------------------------------- page 63 to purchase or rights to subscribe for convertible or exchangeable securities, the following provisions shall apply: (a) the aggregate maximum number of shares of Warrant Stock deliverable on exercise of options to purchase or rights to subscribe for Warrant Stock will be deemed to have been issued at the time those options or rights were issued for a consideration equal to the consideration received by this corporation on the issuance of the options or rights plus the minimum purchase price provided in the options or rights for the Warrant Stock covered by the options or rights, but no further adjustment to the Exercise Price will be made for the actual issuance of Warrant Stock on the exercise of the options or rights in accordance with their terms; (b) the aggregate maximum number of shares of Warrant Stock deliverable on conversion of or in exchange for any convertible or exchangeable securities or on the exercise of options to purchase or rights to subscribe for convertible or exchangeable securities and subsequent conversion or exchange of those securities will be deemed to have been issued at the time the securities were issued or the options or rights were issued for a consideration equal to the consideration received by this corporation for any convertible or exchangeable securities and related options or rights, plus the additional consideration, if any, to be received by this corporation on the conversion or exchange of those securities or the exercise of any related options or rights, but no further adjustment to the Exercise Price will be made for the actual issuance of Warrant Stock on the conversion or exchange of the securities in accordance with their terms; (c) if options, rights or convertible or exchangeable securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to this corporation, or decrease in the number of shares of Warrant Stock issuable, on the exercise, conversion or exchange of those securities, the Exercise Price computed on the original issue thereof, and any subsequent adjustments, will, on that increase or decrease becoming effective, be recomputed to reflect the increase or decrease with respect to the options, rights and securities not already exercised, converted or exchanged before the increase or decrease became effective, but no further adjustment to the Warrant Price will be made for the actual issuance of Warrant Stock on the exercise of any options or rights or the conversion or exchange of those securities in accordance with their terms; (d) on the expiration of any options or rights, the termination of any rights to convert or exchange or the expiration of any options or rights related to convertible or exchangeable securities, the Exercise Price will promptly be readjusted to the Exercise Price as would have been obtained had the adjustment which was made on the issuance of the options, rights or securities or options or rights related to those securities been made on the basis of the issuance of only the number of shares of Warrant Stock actually issued on the exercise of the options or rights, on the conversion or exchange of those securities or on the exercise of the options or rights related to those securities.

Adjustment to Exercise Price for Dilutive Issues. (a) In case the Company shall at any time or from time to time before or during prior to the Exercise Period issues expiration date issue any shares of Warrant Stock Shares (other than shares (x) issued in connection with a capital event or as a stock dividend subdivision or stock split as provided in Section 4.2, (y) pursuant to exercise of options, warrants Section 2.02 or other securities convertible into Warrant Stock and outstanding on the original issuance date of this Warrant or (z) pursuant to any equity compensation granted in the ordinary course to Company directors and employees2.03) for a consideration per share that is less than the Exercise exercise price (the "Effective Price"), then on the date of that such issue the Exercise Price exercise price shall be reduced to a price (calculated to the nearest cent) equal to the effective price. The effective price of additional shares of Common Stock shall mean the quotient determined by dividing the total number of additional shares of Common Stock issued or sold (aor under Section 2.07(b) deemed to have been issued or sold) into the sum of (i) the per-share aggregate consideration received (or under Section 2.07(b) deemed to have been received) by the Company in that issue plus (ii) the product of the number of fully diluted corporation for such additional shares of equity securities of the Company outstanding immediately before the issuance times the Exercise Price, divided by Common Stock.. (b) the number of fully diluted shares of equity securities of the Company outstanding immediately after the issuance. In the case of the issuance of options to purchase or rights to subscribe for Warrant Common Stock, securities by their terms convertible into or exchangeable for Warrant Common Stock, or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply: (ai) the aggregate maximum number of shares of Warrant Common Stock deliverable on upon exercise of such options to purchase or rights to subscribe for Warrant Common Stock will shall be deemed to have been issued at the time those such options or rights were issued for a consideration equal to the consideration received by this corporation on the Company upon the issuance of the such options or rights plus the minimum purchase price provided in the such options or rights for the Warrant Common Stock covered by the options or rightsthereby, but no further adjustment to the Exercise Price will shall be made for the actual issuance of Warrant Common Stock on upon the exercise of the such options or rights in accordance with their terms;; 8 (bii) the aggregate maximum number of shares of Warrant Common Stock deliverable on upon conversion of or in exchange for any such convertible or exchangeable securities or on upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange of those securities will thereof shall be deemed to have been issued at the time the such securities were issued or the such options or rights were issued for a consideration equal to the consideration received by this corporation for any convertible or exchangeable such securities and related options or rights, plus the additional consideration, if any, to be received by this corporation on upon the conversion or exchange of those such securities or the exercise of any related options or rights, but no further adjustment to the Exercise Price will shall be made for the actual issuance of Warrant Common Stock on upon the conversion or exchange of the such securities in accordance with their terms; (ciii) if such options, rights or convertible or exchangeable securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to this corporation, or decrease in the number of shares of Warrant Common Stock issuable, on upon the exercise, conversion or exchange of those securitiesthereof, the Exercise Price computed on upon the original issue thereof, and any subsequent adjustmentsadjustments based thereon, willshall, on that upon such increase or decrease becoming effective, be recomputed to reflect the such increase or decrease with respect to the such options, rights and securities not already exercised, converted or exchanged before the prior to such increase or decrease became becoming effective, but no further adjustment to the Warrant Exercise Price will shall be made for the actual issuance of Warrant Common Stock on upon the exercise of any such options or rights or the conversion or exchange of those such securities in accordance with their terms; (div) on upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Exercise Price will shall promptly be readjusted to the such Exercise Price as would have been obtained had the adjustment which was made on upon the issuance of the such options, rights or securities or options or rights related to those such securities been made on upon the basis of the issuance of only the number of shares of Warrant Common Stock actually issued on upon the exercise of the such options or rights, on upon the conversion or exchange of those such securities or on upon the exercise of the options or rights related to those such securities.. 9