Common use of Adjustment Upon Issuance of Common Stock Clause in Contracts

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Date, the Company issues or sells, or in accordance with this Section 3(b) is deemed to have issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells, (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) is deemed to have issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise DateIssuance Date and prior to April 15, 2025 (the “Applicable Period”), the Company issues issues, sells or sellsdelivers, or in accordance with this Section 3(b) 3 is deemed to have issued issued, sold or solddelivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) Warrant Share less than a price equal to the Exercise Price in effect immediately prior to such issuance or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price , as the case may be, then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, as defined in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA PriceSection 10). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b3(e)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Date, the Company grants issues or sellssells (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) 3 is deemed to have granted, issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities granted issued or sold or deemed to have been granted issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall not be reduced to an amount equal to the Effective CSIA Price)below $[__]. For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b3(c)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise DateIssuance Date and prior to _____, 20161 (the “Applicable Period”), the Company issues issues, sells or sellsdelivers, or in accordance with this Section 3(b) 4 is deemed to have issued issued, sold or solddelivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, as defined in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA PriceSection 10). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b)4.4), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Date, the Company grants, issues or sells, (or enters into any agreement to grant, issue or sell), or in accordance with this Section 3(b) is deemed to have issued or sold, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities Exempt Issuances issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Exercise Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Datedate hereof and prior to March 8, 2017 (the “Applicable Period”), the Company issues issues, sells or sellsdelivers, or in accordance with this Section 3(b3(c) is deemed to have issued issued, sold or solddelivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities (as hereinafter defined) issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Priceas hereinafter defined). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b3(c)), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise DateIssuance Date and prior to March 8, 2017 (the “Applicable Period”), the Company issues issues, sells or sellsdelivers, or in accordance with this Section 3(b) 4 is deemed to have issued issued, sold or solddelivered, any Common Stock (including the issuance issuance, sale or sale delivery of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued issued, sold or solddelivered) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or issuance, sale or delivery or deemed issuance issuance, sale or sale delivery (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, as defined in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA PriceSection 10). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price consideration per share under this Section 3(b)4.4), the following shall be applicable:

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Closing Date, the Company issues or sells, or in accordance with this Section 3(b) is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities shares of Common Stock issued or sold or deemed to have been issued or soldsold by the Company in connection with any Exempt Issuance (and solely for the purposes of this Section 3, any Future Equity Issuance shall not be deemed an Exempt Issuance)) for a consideration per share (the “New Issuance Price”) less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price greater of (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and i) the New Issuance Price under and (ii) the Floor Price. As used in this Section 3(b)), the following terms shall be applicablehave the following meanings:

Adjustment Upon Issuance of Common Stock. If and whenever on or From the date hereof until the later of (a) two (2) years after the Initial Exercise DateIssuance Date or (b) the date there are no Qualified Holders (such period, the “Adjustment Period”), the Company issues or sells, or or, in accordance with this Section 3(b) 3(f), is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities (as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance issue or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price Price. “Excluded Securities” means any issuance of Common Stock, restricted share units, Options and/or Convertible Securities (provided, however, in i) under the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)), the following shall be applicable:Company’s current or future equity

Adjustment Upon Issuance of Common Stock. If and whenever on or after the Initial Exercise Subscription Date, the Company issues issues, sells, publicly announces the contemplated issuance or sellssale of, or in accordance with this Section 3(b) 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance, sale or public announcement of the issuance or sale sale, of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or shares of Common Stock deemed to have been issued or soldsold by the Company in connection with any Excluded Securities) for a consideration per share (the “"New Issuance Price”") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing, foregoing a “"Dilutive Issuance”"), then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price (provided, however, in the event of an issuance pursuant to the CSIA that is a Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the Effective CSIA Price). For all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 3(b)2(a), the following shall be applicable: