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

Adjustments for Issuance of Additional Stock. Subject to the exception referred to in Section 2.2(d) hereof and except as otherwise provided for in Section 2.2(a) hereof, in case the Company shall at any time or from time to time after the Closing Date issue any additional shares of its Common Stock ("Additional Common Stock") (i) for consideration per share less than the then current Market Price per share of the Company's Common Stock (determined as provided in Section 2.2(f) hereof) immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then upon demand of the Majority Holders (as defined below), in the case of either clause (i) or (ii), and thereafter successively upon each such issuance, the current exercise price shall forthwith be reduced to a price determined by multiplying such current exercise price by a fraction, of which (A) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance of shares of Additional Common Stock plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration, if any, received by the Company for the total number of shares of Additional Common Stock so issued would purchase at the greater of (x) the Market Price per share of the Company's Common Stock in effect immediately prior to such issuance of shares of Additional Common Stock or (y) the exercise price per Share in effect immediately prior to such issuance of shares of Additional Common Stock, and (B) the denominator shall be the number of shares of the Company's Common Stock outstanding immediately after such issuance of shares of Additional Common Stock, provided, however, that such adjustment shall be made only if the current exercise price determined from the aforesaid fraction shall be less than the current exercise price in effect immediately prior to the issuance of such Additional Common Stock. The adjustment described in this Section 2.2(b) shall be made whenever such Common Stock is issued, and shall become effective retroactively immediately after the date on which the Company committed to make such issuance.

Adjustments for Issuance of Additional Stock. Subject to the exception referred to in Section 2.2(d) hereof and except as otherwise provided for in Section 2.2(a) hereof, in case the Company shall at any time or from time to time after the Closing Date issue any additional shares of its Common Stock ("Additional Common Stock") (i) for consideration per share less than the then current Market Price per share of the Company's Common Stock (determined as provided in Section 2.2(f) hereof) immediately prior to the issuance of such Additional Common Stock, or (ii) without consideration, then upon demand of the Majority Holders (as defined below), in the case of either clause (i) or (ii), and thereafter successively upon each such issuance, the current exercise price shall forthwith be reduced to a price determined by multiplying such current exercise price by a fraction, of which (A) the numerator shall be (i) the number of shares of the Company's Common Stock outstanding immediately prior to such issuance of shares of Additional Common Stock plus (ii) the number of shares of the Company's Common Stock which the aggregate amount of consideration, if any, received by the Company for the total number of shares of Additional Common Stock so issued would purchase at the greater of (x) the Market Price per share of the Company's Common Stock in effect immediately prior to such issuance of shares of Additional Common Stock or (y) the exercise price per Share in effect immediately prior to such issuance of shares of Additional Common Stock, andand 58 (B) the denominator shall be the number of shares of the Company's Common Stock outstanding immediately after such issuance of shares of Additional Common Stock, provided, however, that such adjustment shall be made only if the current exercise price determined from the aforesaid fraction shall be less than the current exercise price in effect immediately prior to the issuance of such Additional Common Stock. The adjustment described in this Section 2.2(b) shall be made whenever such Common Stock is issued, and shall become effective retroactively immediately after the date on which the Company committed to make such issuance.