Common use of Adjustments for Dilutive Issuances Clause in Contracts

Adjustments for Dilutive Issuances. The Company acknowledges that if it were to issue any Common Stock or other class of capital stock of the Company ("Shares") for a consideration that is less than the Exercise Price per Share on the date of issuance, or if it were to grant any rights to subscribe for or purchase, or any options for the purchase of, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder. (i) Upon any Dilutive Issuance, the number of Warrant Shares (as defined below) issuable pursuant to this Warrant, and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5. (ii) The number of Warrant Shares shall be adjusted as follows: (A) The number of Warrant Shares issuable pursuant to this Warrant shall be adjusted to be equal to the product obtained by multiplying the number of Warrant Shares issuable pursuant to this Warrant immediately before the sale by a fraction, the numerator of which shall be the product of (x) the total number of Shares outstanding on a fully diluted basis immediately after the issuance or sale, multiplied by (y) the Exercise Price per Share immediately before the issuance or sale, and the denominator of which shall be the sum of (i) the total number of Shares outstanding on a fully diluted basis immediately before the issuance or sale, multiplied by the Exercise Price per Share immediately before the issuance or sale, plus (ii) the total amount of the consideration received by the Company upon the issuance or sale, and (B) The Exercise Price per Warrant Share shall be adjusted so that the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant immediately before the sale shall be equal to the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant after giving effect to the adjustment in Section 11.5(ii)(A) above. For the purposes of this Section 11.5(ii), all Warrant Shares that may ultimately become issuable pursuant to this Warrant shall be deemed issuable immediately before the date of the sale. (iii) This Section 11.5 shall not apply to any grants, issuance or sales of Shares or options to purchase the Shares to employees of the Company pursuant to a stock option, stock purchase or similar plan in existence as of the date of this Warrant or adopted after the date of this Warrant, provided that under the Company's stock option plan the Company is not authorized to issue in the aggregate more than fifteen percent (15%) of the issued and outstanding Shares on a fully diluted basis after exercise, including exercise of this Warrant as to all Warrant Shares for which it may be or become exercisable (such a stock option or stock purchase plan is referred to as a "Qualifying Stock Option Plan").

Adjustments for Dilutive Issuances. The 1. In the event the Company acknowledges that if it were shall, at any time and from time to time issue or sell any additional shares of Common Stock or other class (“Additional Shares of capital stock of the Company Common Stock”), but excluding any Excluded Securities ("Shares") for as defined below), at a consideration that is price per share less than the Exercise Price per Share on the date of issuance, or if it were to grant any rights to subscribe for or purchase, or any options for the purchase of, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder. both (i) Upon any Dilutive Issuance, the number of Warrant Shares Fair Market Value per Share (as defined below) issuable at the time of such issuance and (ii) the Exercise Price then in effect, or without consideration, the Exercise Price then in effect upon each such issuance shall be adjusted to that price (rounded to the nearest cent) determined by multiplying the Exercise Price by a fraction: (a) the numerator of which shall be equal to the sum of (A) the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus (B) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Exercise Price then in effect, and (b) the denominator of which shall be equal to the number of shares of Common Stock outstanding immediately after the issuance of such Additional Shares of Common Stock. Upon each such adjustment of the Exercise Price pursuant to this WarrantSection 6.1(c)(1), and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5. (ii) The number of Warrant Shares shall be adjusted as follows: (A) The to the number of Warrant Shares issuable pursuant to this Warrant shall be adjusted to be equal to the product obtained shares of Common Stock determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable pursuant to upon exercise of this Warrant immediately before the sale by a fraction, the numerator of which shall be prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. The provisions of this Section 6.1(c)(1) shall similarly apply to successive issuances of Additional Shares of Common Stock at a price per share less than both (xi) the total number Fair Market Value per Share at the time of Shares outstanding on a fully diluted basis immediately after the such issuance or sale, multiplied by and (yii) the Exercise Price per Share immediately before the issuance or sale, and the denominator then in effect. No adjustment of which shall be the sum of (i) the total number of Shares outstanding on a fully diluted basis immediately before the issuance or sale, multiplied by the Exercise Price per Share immediately before the issuance or sale, plus (iishall be made pursuant to this Section 6.1(c)(1) the total amount of the consideration received by the Company upon the issuance or sale, and (B) The Exercise Price per Warrant Share shall be adjusted so that the total Exercise Price payable upon of any Additional Shares of Common Stock which are issued pursuant to the exercise of this Warrant for all Warrant Shares issuable any warrants or other subscription or purchase rights or pursuant to this Warrant immediately before the sale shall be equal to the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant after giving effect to the adjustment any conversion or exchange rights in Section 11.5(ii)(A) above. For the purposes of this Section 11.5(ii), all Warrant Shares that may ultimately become issuable pursuant to this Warrant shall be deemed issuable immediately before the date of the sale. any Common Stock Equivalents (iii) This Section 11.5 shall not apply to any grants, issuance or sales of Shares or options to purchase the Shares to employees of the Company pursuant to a stock option, stock purchase or similar plan in existence as of the date of this Warrant or adopted after the date of this Warrant, provided that under the Company's stock option plan the Company is not authorized to issue in the aggregate more than fifteen percent (15%) of the issued and outstanding Shares on a fully diluted basis after exercise, including exercise of this Warrant as to all Warrant Shares for which it may be or become exercisable (such a stock option or stock purchase plan is referred to as a "Qualifying Stock Option Plan"defined below).

Adjustments for Dilutive Issuances. The If at any time while this Warrant is outstanding, the Company acknowledges that if it were to issue any issues or sells shares of Common Stock or other class of capital stock of the Company ("Shares") for a consideration that is per share less than the then Exercise Price per or for no consideration (such lower price, the “Base Share on the date of issuancePrice” and such issuances collectively, or if it were to grant any rights to subscribe for or purchasea “Dilutive Issuance”), or any options for the purchase ofthen, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would shall be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant reduced to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder. (i) Upon any Dilutive Issuance, the number of Warrant Shares (as defined below) issuable pursuant to this Warrant, and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5. (ii) The number of Warrant Shares shall be adjusted as follows: (A) The number of Warrant Shares issuable pursuant to this Warrant shall be adjusted to be price equal to the product quotient obtained by multiplying dividing (1) an amount equal to the number of Warrant Shares issuable pursuant to this Warrant immediately before the sale by a fraction, the numerator of which shall be the product sum of (xa) the total number of Shares shares of Common Stock outstanding on a fully diluted basis immediately after the issuance or sale, multiplied by (y) the Exercise Price per Share immediately before the issuance or sale, and the denominator of which shall be the sum of (i) the total number of Shares outstanding on a fully diluted basis immediately before the issuance or saleprior to such issuance, multiplied by the Exercise Price per Share in effect immediately before the issuance or saleprior to such issuance, plus and (iib) the total amount of the consideration received by the Company upon such issuance, by (2) the total number of shares of Common Stock outstanding immediately after the issuance or saleof such Common Stock (as set forth in this clause (ii), and (B) The the “Quotient”). Such adjustment shall be made whenever such shares of Common Stock are issued. Upon each adjustment of the Exercise Price per pursuant to the provisions of this Section, the number of Warrant Share shall be adjusted so that the total Exercise Price payable Shares issuable upon the exercise of this each Warrant for all shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable pursuant upon exercise of the Warrants immediately prior to this Warrant immediately before such adjustment and dividing the sale shall be equal product so obtained by the Quotient. Notwithstanding anything to the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant after giving effect to the adjustment in Section 11.5(ii)(A) above. For the purposes of contrary herein, this Section 11.5(ii), all Warrant Shares that may ultimately become issuable pursuant to this Warrant shall be deemed issuable immediately before the date of the sale. (iii) This Section 11.5 2.4 shall not apply to any grants, issuance or sales the following (1) the granting of Shares or options to purchase the Shares to employees employees, officers, directors or consultants of the Company pursuant to any stock option plan or other written compensatory agreement duly adopted by a stock option, stock purchase or similar plan in existence as majority of the date members of this Warrant the Board of Directors of the Company or adopted after a majority of the date members of this Warranta committee of non-employee directors established for such purpose, or (2) the shares of Common Stock issued upon conversion of the notes issued to the Laurus Master Fund LTD, provided that under such notes have not been amended since the date hereof, or (3) the issuance of securities in connection with acquisitions, joint ventures, arrangements related to the Company's stock option plan ’s operations and strategic relationships, or other strategic investments, the Company primary purpose of which is not authorized to issue in the aggregate more than fifteen percent (15%) of the issued and outstanding Shares on a fully diluted basis after exercise, including exercise of this Warrant as to all Warrant Shares for which it may be or become exercisable (such a stock option or stock purchase plan is referred to as a "Qualifying Stock Option Plan")raise capital.

Adjustments for Dilutive Issuances. The Company acknowledges that if it were number of Warrant Shares issuable upon exercise of each Warrant shall be subject to issue any Common Stock or other class of capital stock of adjustment from time to time as follows: (a) If the Company ("Shares") for a consideration that is less than the Exercise Price per Share on shall issue, after the date of issuancethis Agreement, or if it were to grant any rights to subscribe for or purchase, or any options for the purchase of, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder. (i) Upon any Dilutive IssuanceAdditional Stock, the number of Warrant Shares (as defined below) issuable pursuant to this Warrant, and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that upon exercise of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5. (ii) The number of Warrant Shares shall be adjusted as follows: (A) The number of Warrant Shares issuable pursuant to this each Warrant shall be adjusted to be equal to the product obtained by multiplying dividing the number of Warrant Shares issuable pursuant to this upon exercise of each Warrant immediately before the sale by a fraction, the numerator of which shall be the product of (x) the total number of Shares shares of Stock (as determined in accordance with subsection 8(D)(i)(b) below) that the aggregate consideration received by the Company for such issuance would purchase at the Fair Market Value of the Stock plus the number of shares of Stock outstanding on a fully diluted basis immediately after prior to the issuance or sale, multiplied by (y) the Exercise Price per Share immediately before the issuance or sale, of such Additional Stock and the denominator of which shall be the sum of (i) the total number of Shares shares of Stock outstanding on a fully diluted basis immediately before prior to such issuance plus the number of shares of such Additional Stock; (b) In the case of the issuance (whether before, on or sale, multiplied by the Exercise Price per Share immediately before the issuance or sale, plus (ii) the total amount of the consideration received by the Company upon the issuance or sale, and (B) The Exercise Price per Warrant Share shall be adjusted so that the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant immediately before the sale shall be equal to the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant after giving effect to the adjustment in Section 11.5(ii)(A) above. For the purposes of this Section 11.5(ii), all Warrant Shares that may ultimately become issuable pursuant to this Warrant shall be deemed issuable immediately before the date of the sale. (iii) This Section 11.5 shall not apply to any grants, issuance or sales of Shares or options to purchase the Shares to employees of the Company pursuant to a stock option, stock purchase or similar plan in existence as of the date of this Warrant or adopted after the date of this WarrantAgreement) of options to purchase or rights to subscribe for Stock, provided that under securities by their terms convertible into or exchangeable for Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the Company's stock option plan following provisions shall apply for all purposes of this subsection 8(D)(i) and subsection (8)(D)(ii): (1) The aggregate maximum number of shares of Stock deliverable upon exercise (to the Company is not authorized extent then exercisable) of such options to issue purchase or rights to subscribe for Stock shall be deemed to have been issued at the time such options or rights were issued. (2) The aggregate maximum number of shares of Stock deliverable upon conversion of or in exchange (to the extent then convertible or exchangeable) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued. (3) In the event of any change in the aggregate more than fifteen percent (15%) number of the issued and outstanding Shares on a fully diluted basis after exercise, including shares of Stock deliverable upon exercise of this Warrant as such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the number of shares of Stock deemed issued pursuant to all Warrant Shares for which it may subsections 8(D)(i)(b)(l) and (2) shall be appropriately adjusted to reflect such change. (4) Upon the expiration of any such options or become exercisable 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 number of shares of Stock deemed issued pursuant to subsections 8(D)(i)(b)(l) and (2) shall be appropriately adjusted to reflect such a stock option expiration or stock purchase plan is referred to as a "Qualifying Stock Option Plan")termination.

Adjustments for Dilutive Issuances. The Company acknowledges that if it were number of Warrant Shares issuable upon exercise of each Warrant shall be subject to issue any Common Stock or other class of capital stock of adjustment from time to time as follows: (a) If the Company ("Shares") for a consideration that is less than the Exercise Price per Share on shall issue, after the date of issuancethis Agreement, or if it were to grant any rights to subscribe for or purchase, or any options for the purchase of, Shares or any other securities convertible into or exchangeable for Shares, and the total consideration payable for the Shares issuable upon the exercise of the rights or options or upon conversion or exchange of the convertible securities is less than the Exercise Price per Share (all of the foregoing being referred to as a "Dilutive Issuance"), the effect would be to dilute the interest in the Company that the Company and Holder intend that Holder be able to purchase upon exercise of this Warrant. Accordingly, the Company covenants and agrees that it shall not make any Dilutive Issuance (except pursuant to a Qualifying Stock Option Plan, as the term is defined in Section 11.5(iii) below) without giving prior written notice of the Dilutive Issuance to the Holder. (i) Upon any Dilutive IssuanceAdditional Stock, the number of Warrant Shares (as defined below) issuable pursuant to this Warrant, and the Exercise Price per Warrant Share, shall be adjusted pursuant to Section 11.5(ii) below. If there is any other issuance which has a similar effect on the Holder as that upon exercise of Dilutive Issuance, then appropriate amendment shall be made to the provisions of this Warrant so as to protect the Holder from dilution in a manner consistent with this Section 11.5. (ii) The number of Warrant Shares shall be adjusted as follows: (A) The number of Warrant Shares issuable pursuant to this each Warrant shall be adjusted to be equal to the product obtained by multiplying dividing the number of Warrant Shares issuable pursuant to this upon exercise of each Warrant immediately before the sale by a fraction, the numerator of which shall be the product of (x) the total number of Shares shares of Stock (as determined in accordance with subsection 8(D)(i)(b) below) that the aggregate consideration received by the Company for such issuance would purchase at the Fair Market Value of the Stock plus the number of shares of Stock outstanding on a fully diluted basis immediately after prior to the issuance or sale, multiplied by (y) the Exercise Price per Share immediately before the issuance or sale, of such Additional Stock and the denominator of which shall be the sum of (i) the total number of Shares shares of Stock outstanding on a fully diluted basis immediately before prior to such issuance plus the number of shares of such Additional Stock; (a) In the case of the issuance (whether before, on or sale, multiplied by the Exercise Price per Share immediately before the issuance or sale, plus (ii) the total amount of the consideration received by the Company upon the issuance or sale, and (B) The Exercise Price per Warrant Share shall be adjusted so that the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant immediately before the sale shall be equal to the total Exercise Price payable upon the exercise of this Warrant for all Warrant Shares issuable pursuant to this Warrant after giving effect to the adjustment in Section 11.5(ii)(A) above. For the purposes of this Section 11.5(ii), all Warrant Shares that may ultimately become issuable pursuant to this Warrant shall be deemed issuable immediately before the date of the sale. (iii) This Section 11.5 shall not apply to any grants, issuance or sales of Shares or options to purchase the Shares to employees of the Company pursuant to a stock option, stock purchase or similar plan in existence as of the date of this Warrant or adopted after the date of this WarrantAgreement) of options to purchase or rights to subscribe for Stock, provided that under securities by their terms convertible into or exchangeable for Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the Company's stock option plan following provisions shall apply for all purposes of this subsection 8(D)(i) and subsection (8)(D)(ii): (1) The aggregate maximum number of shares of Stock deliverable upon exercise (to the Company is not authorized extent then exercisable) of such options to issue purchase or rights to subscribe for Stock shall be deemed to have been issued at the time such options or rights were issued. (2) The aggregate maximum number of shares of Stock deliverable upon conversion of or in exchange (to the extent then convertible or exchangeable) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued. (3) In the event of any change in the aggregate more than fifteen percent (15%) number of the issued and outstanding Shares on a fully diluted basis after exercise, including shares of Stock deliverable upon exercise of this Warrant as such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the number of shares of Stock deemed issued pursuant to all Warrant Shares for which it may subsections 8(D)(i)(b)(l) and (2) shall be appropriately adjusted to reflect such change. (4) Upon the expiration of any such options or become exercisable 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 number of shares of Stock deemed issued pursuant to subsections 8(D)(i)(b)(l) and (2) shall be appropriately adjusted to reflect such a stock option expiration or stock purchase plan is referred to as a "Qualifying Stock Option Plan")termination.