Common use of Adjustments for Additional Issuances of Common Stock Clause in Contracts

Adjustments for Additional Issuances of Common Stock. In the event that the Maker at any time after the First Closing Date issues additional shares of Common Stock (including additional shares of Common Stock deemed to be issued) without consideration or for a consideration per share less than the Conversion Price then in effect, then the Conversion Price shall be reduced, concurrently with such issuance, to a price (calculated to the nearest hundredth of one cent) equal to the consideration per share received by the Maker upon such issuance of additional shares of Common Stock. For purposes of this Section 3.4, shares of Common Stock shall be deemed to be issued if the Maker or any of its subsidiaries issues additional shares of Common Stock or rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of Common Stock or otherwise entitling any Person to acquire shares of Common Stock (collectively, “Common Stock Equivalents”). For purposes of this Section 3.4, in connection with any issuance or deemed issuance of any Common Stock, (A) the maximum number of shares of Common Stock potentially issuable at any time upon conversion, exercise or exchange of such Common Stock Equivalents (the “Deemed Number”) the shall be deemed to be outstanding upon issuance of such Common Stock Equivalents, (B) the consideration deemed to have been received by the Maker applicable to such Common Stock shall equal the minimum dollar value of consideration payable to the Maker to purchase such Common Stock Equivalents and to convert, exercise or exchange them into Common Stock (net of any discounts, fees, commissions and other expenses), divided by the Deemed Number, and (C) no further adjustment shall be made to the Conversion Price upon the actual issuance of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents.