Common use of ADJUSTMENTS FOR SALE OR OTHER ISSUANCE OF COMMON STOCK Clause in Contracts

ADJUSTMENTS FOR SALE OR OTHER ISSUANCE OF COMMON STOCK. (i) If at any time prior to the exercise of the Warrants in full, the Company shall issue or sell any Common Stock without consideration or for consideration per share less than the Current Market Price per share (as defined in Section 6(d)) on the date of such issuance or sale (which shall be deemed for all purposes of this Section 6(c), in the case of Common Stock issued as all or part of the consideration for an acquisition, to be the same as the date the definitive agreement for such acquisition is entered into), the Exercise Price shall be adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such sale or issuance (which date in the event of distribution to shareholders shall be deemed to be the record date set by the Company to determine shareholders entitled to participate in such distribution) by a fraction, the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of such sale or issuance, plus (ii) the number of additional shares of Common Stock which the aggregate consideration received by the Company upon such issuance or sale would purchase at such Current Market Price per share of the Common Stock and the denominator of which shall be (i) the number of shares of Common Stock outstanding on the date of such issuance or sale, plus (ii) the number of additional shares of Common Stock offered for purchase. Any adjustments required by this Section 6(c) shall be made immediately after such issuance or sale or record date, as the case may be. Such adjustments shall be made successively whenever the event shall occur. (ii) For the purpose of making any adjustment in the Exercise Price, or number of shares of Common Stock purchasable upon exercise of the Warrants, as provided above and in Section 6(c)(vii) below, the consideration received by the Company for any issue or sale of securities shall: (A) To the extent it consists of cash, be computed as the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale and before deduction of any other expenses payable in connection therewith. (B) In case of the issuance (otherwise than upon conversion or exchange of Convertible Securities) or sale of additional Common Stock, Options or Convertible Securities for a consideration other than cash or a consideration a part of which is other than cash, then for purposes of this Section 6(c) the fair value of such consideration as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, regardless of the accounting treatment thereof, shall be deemed to be the value of the consideration other than cash received by the Company for such securities.

ADJUSTMENTS FOR SALE OR OTHER ISSUANCE OF COMMON STOCK. (i) If at any time prior to the exercise of the Warrants in full, the Company shall issue or sell any Common Stock without consideration or for consideration per share less than the Current Market Price per share (as defined in Section 6(d)) on the date of such issuance or sale (which shall be deemed for all purposes of this Section 6(c), in the case of Common Stock issued as all or part of the consideration for an acquisition, to be the same as the date the definitive agreement for such acquisition is entered into), the Exercise Price shall be adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such sale or issuance (which date in the event of distribution to shareholders shall be deemed to be the record date set by the Company to determine shareholders entitled to participate in such distribution) by a fraction, the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of such sale or issuance, plus (ii) the number of additional shares of Common Stock which the aggregate consideration received by the Company upon such issuance or sale would purchase at such Current Market Price per share of the Common Stock and the denominator of which shall be (i) the number of shares of Common Stock outstanding on the date of such issuance or sale, plus (ii) the number of additional shares of Common Stock offered for purchase. Any adjustments required by this Section 6(c) shall be made immediately after such issuance or sale or record date, as the case may be. Such adjustments shall be made successively whenever the event shall occur. (ii) For the purpose of making any adjustment in the Exercise Price, or number of shares of Common Stock purchasable upon exercise of the Warrants, as provided above and in Section 6(c)(vii) below, the consideration received by the Company for any issue or sale of securities shall: : (A) To the extent it consists of cash, be computed as the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale and before deduction of any other expenses payable in connection therewith. . (B) In case of the issuance (otherwise than upon conversion or exchange of Convertible Securities) or sale of additional Common Stock, Options or Convertible Securities for a consideration other than cash or a consideration a part of which is other than cash, then for purposes of this Section 6(c) the fair value of such consideration as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, regardless of the accounting treatment thereof, shall be deemed to be the value of the consideration other than cash received by the Company for such securities.

ADJUSTMENTS FOR SALE OR OTHER ISSUANCE OF COMMON STOCK. (i) If at any time prior to the exercise of the Warrants in full, the Company shall issue or sell any Common Stock without consideration or for consideration per share less than the Current Market Price per share (as defined in Section 6(d)) on the date of such issuance or sale (which shall be deemed for all purposes of this Section 6(c), in the case of Common Stock issued as all or part of the consideration for an acquisition, to be the same as the date the definitive agreement for such acquisition is entered into)sale, the Exercise Price shall be adjusted so that the Exercise Price shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such sale or issuance (which date in the event of distribution to shareholders shall be deemed to be the record date set by the Company to determine shareholders entitled to participate in such distribution) by a fraction, the numerator of which shall be (i) the number of shares of Common Stock outstanding on the date of such sale or issuance, plus (ii) the number of additional shares of Common Stock which the aggregate consideration received by the Company upon such issuance or sale would purchase at such Current Market Price per share of the Common Stock and the denominator of which shall be (i) the number of shares of Common Stock outstanding on the date of such issuance or sale, plus (ii) the number of additional shares of Common Stock offered for purchase. Any adjustments required by this Section 6(c) shall be made immediately after such issuance or sale or record date, as the case may be. Such adjustments shall be made successively whenever the event shall occur. (ii) For the purpose of making any adjustment in the Exercise Price, or number of shares of Common Stock purchasable upon exercise of the Warrants, as provided above and in Section 6(c)(vii) below, the consideration received by the Company for any issue or sale of securities shall: : (A) To the extent it consists of cash, be computed as the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale and before deduction of any other expenses payable in connection therewith. (B) In case of the issuance (otherwise than upon conversion or exchange of Convertible Securities) or sale of additional Common Stock, Options or Convertible Securities for a consideration other than cash or a consideration a part of which is other than cash, then for purposes of this Section 6(c) the fair value of such consideration as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, regardless of the accounting treatment thereof, shall be deemed to be the value of the consideration other than cash received by the Company for such securities.

ADJUSTMENTS FOR SALE OR OTHER ISSUANCE OF COMMON STOCK. (i) If at any time prior to the exercise of the Warrants in full, the Company shall issue issues or sell sells any Common Stock without consideration or for consideration per share less than the Current Market Price per share (as defined in Section 6(d)) on the date of such issuance or sale (which shall be deemed for all purposes of this Section 6(c), in and the case opportunity to purchase has been afforded to the holders of Common Stock issued as all or part of the consideration for an acquisition, to be the same as the date the definitive agreement for such acquisition is entered into)generally, the Exercise Price shall must be adjusted so that the Exercise Price shall equal equals the price determined by multiplying the Exercise Price in effect immediately prior to the date of such sale or issuance (which date in the event of distribution to shareholders shall will be deemed to be the record date set by the Company to determine shareholders entitled to participate in such distribution) by a fraction, (x) the numerator of which shall will be (i) the number of shares of Common Stock outstanding on the date of such sale or issuance, plus (ii) the number of additional shares of Common Stock which the aggregate consideration received by the Company upon such issuance or sale would purchase at such Current Market Price per share of the Common Stock and (y) the denominator of which shall will be (i) the number of shares of Common Stock outstanding on the date of such issuance or sale, plus (ii) the number of additional shares of Common Stock offered for purchase. Any adjustments required by this Section 6(c) shall must be made immediately after such issuance or sale or record date, as the case may be. Such adjustments shall be made successively whenever the event shall occuroccurs. (ii) For the purpose of making any adjustment in the Exercise Price, or number of shares of Common Stock purchasable upon exercise of the Warrants, as provided above and in Section 6(c)(vii) below, the consideration received by the Company for any issue or sale of securities shallwill: (A) To the extent it consists of cash, be computed as the gross amount of cash received by the Company before deduction of any underwriting or similar commissions, compensation, discounts or concessions paid or allowed by the Company in connection with such issue or sale and before deduction of any other expenses payable in connection therewith. (B) In case of the issuance (otherwise than upon conversion or exchange of Convertible Securities) or sale of additional Common Stock, Options or Convertible Securities for a consideration other than cash or a consideration a part of which is other than cash, then for purposes of this Section 6(c) be the fair value of such consideration as determined by the Board of Directors of the Company in the good faith exercise of its business judgment, regardless of the accounting treatment thereof, shall be deemed to be the value of the consideration other than cash received by the Company for such securities.