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

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g) and except in the case of an event described in either Section 3(a), Section 3(b) or Section 3(c), if the Company shall, at any time or from time to time after the Initial Exercise Date, issue or sell, or in accordance with Section 3(h) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g) and except in the case of an event described in either Section 3(a), Section 3(b) or Subject to Section 3(c), if the Company shall, at any time or from time to time after the Initial Exercise date hereof (the “Issue Date”), issue or sell, or in accordance with Section 3(h) is deemed to have issued or sold, sell any shares of Common Stock Stock, whether directly or indirectly by way of Options or Convertible Securities (other than in an Excluded Issuance or any event described in Section 3(d) or (e)), without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale); provided, for the avoidance of doubt, the number of Warrant Shares issued pursuant to this Warrant Certificate will not be adjusted in the event that the Exercise Price is adjusted under Section 3(a).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g4(c) and except in the case of an event described in either Section 3(a), Section 3(b4(e) or Section 3(c4(f), if the Company shall, at any time or from time to time after the Initial Exercise Original Issue Date, issue or sell, or in accordance with Section 3(h4(d) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g4(c) and except in the case of an event described in either Section 3(a), Section 3(b4(e) or Section 3(c4(t), if the Company shall, at any time or from time to time after the Initial Exercise Original Issue Date, issue or sell, or in accordance with Section 3(h4(d) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g4(c) and except in the case of an event described in either Section 3(a), Section 3(b4(e) or Section 3(c4(f), if the Company shall, at any time or from time to time after the Initial Exercise Original Issue Date, issue or sell, or in accordance with Section 3(h4(d) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) : the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) by the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. (a) Except as provided in Section 3(g) 4.3 and except in the case of an event described in either Section 3(a), Section 3(b) 4.5 or Section 3(c)4.6, if the Company shall, at any time or from time to time after the Initial Exercise Original Issue Date, issue or sell, or in accordance with Section 3(h) 4.4, is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale). (b) Except as provided in Section 4.3 and except in the case of an event described in either Section 4.5 or Section 4.6, if the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or in accordance with Section 4.4, is deemed to have issued or sold, any shares of Common Stock for consideration per share greater than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) but less than the Fair Market Value per share of Common Stock immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price shall be reduced (and in no event increased) to an Exercise Price equal to the product obtained by multiplying the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), by a fraction (which shall in no event be more than one): (i) the numerator of which shall be the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Fair Market Value per share of the Common Stock immediately prior to such issuance or sale (or deemed issuance or sale), plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); and (ii) the denominator of which shall be the product obtained by multiplying (A) the Common Stock Deemed Outstanding immediately after such issuance or sale (or deemed issuance or sale) by (B) the Fair Market Value per share of the Common Stock immediately prior to such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g4(c) and except in the case of an event described in either Section 3(a), Section 3(b4(e) or Section 3(c4(f), if the Company shall, at any time or from time to time after the Initial Exercise DateOriginal Issue Date and prior to the closing date of a Qualifying PO, issue or sell, or in accordance with Section 3(h4(d) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

Adjustment to Exercise Price Upon Issuance of Common Stock. Except as provided in Section 3(g) and except in the case of an event described in either Section 3(a), Section 3(b) or Subject to Section 3(c), if the Company shall, at any time or from time to time after the Initial Exercise date hereof (the “Issue Date”) and prior to the first anniversary of the Issue Date, issue or sell, or in accordance with Section 3(h) is deemed to have issued or sold, sell any shares of Common Stock (other than in an Excluded Issuance or any event described in Section 3(d) or (e)), whether directly or indirectly by way of Options or Convertible Securities, without consideration or for consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing: (i) i. the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by (ii) . the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).