Common use of Adjustments to Conversion Ratio Clause in Contracts

Adjustments to Conversion Ratio. For so long as any shares of Series C Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued upon conversion of the Corporation's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares of Series C G Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C G Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued in connection with an equity line of credit or upon exercise of warrants issued in connection with an equity line of credit, shares of Common Stock issued upon conversion of the Corporation's Series A Convertible Preferred Stockconvertible preferred stock outstanding on the Original Issuance Date, Series B Convertible Preferred or shares of Common Stock or issued in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option PlansPlans or warrants issued in connection with an equity line of credit), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at a price or rate lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation, unless the unadjusted Conversion Price would be lower than the Adjusted Conversion Price. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C G Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares of Series C B Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C B Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued upon conversion of the Corporation's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock or in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C B Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares of Series C F Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C F Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued upon conversion of the Corporation's Series A Convertible Preferred Stockconvertible preferred stock outstanding on the Original Issuance Date, Series B Convertible Preferred Stock or in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at a price or rate lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation, unless the unadjusted Conversion Price would be lower than the Adjusted Conversion Price. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C F Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares of Series C E Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C E Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a 9 38 purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued upon conversion of the Corporation's Series convertible preferred stock outstanding on the Original Issuance Date, shares of Common Stock proposed to be issued to a group of foreign investors, as described in the Company's Form 10-QSB/A Convertible Preferred Stockfor the fiscal quarter ended March 31, Series B Convertible Preferred 1999 and shares of Common Stock issued upon exercise of warrants issued to those foreign investors, or in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option PlansPlans or the warrants proposed to be issued to the group of foreign investors referred to in clause (A) above), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the warrants proposed to be issued to the group of foreign investors referred to in clause (A) above or options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation, unless the unadjusted Conversion Price would be lower than the Adjusted Conversion Price. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C E Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares of Series C D Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C D Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued upon conversion of the Corporation's Series convertible preferred stock outstanding on the Original Issuance Date, shares of Common Stock proposed to be issued to a group of foreign investors, as described in the Company's Form 10-QSB/A Convertible Preferred Stockfor the fiscal quarter ended March 31, Series B Convertible Preferred 1999 and shares of Common Stock issued upon exercise of warrants issued to those foreign investors, or in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option PlansPlans or the warrants proposed to be issued to the group of foreign investors referred to in clause (A) above), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the warrants proposed to be issued to the group of foreign investors referred to in clause (A) above or options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C D Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.

Adjustments to Conversion Ratio. For so long as any shares The Conversion Ratio for each share of Series C Convertible A Preferred Stock are outstandingset forth in Section A.4.a. and the Maximum Number, but no later than one year shall be subject to adjustments, from time to time, which shall be made to the effective date nearest one-thousandth of a registration statement registering for resale by share of Common Stock or, if none, to the next lower one-thousandth and which shall be made, from time to time, upon the occurrence of the following events: (i) If the Corporation shall pay to the holders the of its Common Stock a dividend in shares of Common Stock issuable upon conversion or in securities convertible into Common Stock other than the shares of this Series, the Conversion Ratio and the Maximum Number shall be proportionately increased, effective at the opening of business on the next full business day after the record date fixed for the determination of the Series C Convertible Preferred Stock, if holders of Common Stock entitled to such dividend. (ii) If the Corporation shall subdivide the outstanding shares of its Common Stock into a greater number of shares or combine the outstanding shares into a smaller number, the Conversion Ratio and the Maximum Number shall be proportionately increased in the case of a subdivision or decreased in the case of a combination, effective at the opening of business on the next full business day after the day such action becomes effective. (iiii) issues and sells pursuant If the Corporation shall issue to an exemption from registration under the Securities Act (A) holders of its Common Stock rights or warrants to subscribe for or purchase shares of its Common Stock at a purchase price less than the Current Market Price of the Corporation's Common Stock at the record date fixed for the determination of the holders of Common Stock entitled to such rights or warrants, the Conversion Ratio and the Maximum Number shall be increased, effective at the opening of business on the date next full business day after such record date, to the respective amounts determined by multiplying such Conversion Ratio and the Maximum Number by a fraction, the numerator of issuance thereof that which is lower than the Conversion Price at such date (other than number of shares of Common Stock issued upon conversion of the Corporation outstanding immediately prior to such record date plus the number of additional shares of its Common Stock offered for subscription or purchase and the denominator of which is said number of shares outstanding immediately prior to such record date plus the number of shares of Common Stock of the Corporation which the aggregate subscription or purchase price of the total number of shares so offered would purchase at the Current Market Price of the Corporation's Series A Convertible Preferred Common Stock at such record date. (iv) If the Corporation shall distribute to the holders of its Common Stock any evidences of its indebtedness, any other security not convertible into Common Stock other than Common Stock, Series B Convertible Preferred Stock or any rights or warrants to subscribe for any security other than its Common Stock, or any other assets (excluding dividends and distributions in connection with cash to the exercise extent permitted by law), the Conversion Ratio and the Maximum Number shall be increased, effective at the opening of any warrants or options outstanding business on the Original Issuance Date or pursuant next full business day after the record date fixed for the determination of the holders of Common Stock entitled to such distribution, to the respective amounts determined by multiplying such Conversion Ratio and the Maximum Number by a fraction, the numerator of which is the Current Market Price of one share of the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or at such record date and the Common Stock for denominator of which is such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then Current Market Price less the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation. The Adjusted Conversion Price fair market value (as it may exist from time to time shall not apply retroactively to any shares of Series C Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, whose good faith determination shall be conclusive) of such evidences of indebtedness, securities, rights, warrants or other assets (excluding dividends and distributions in cash as aforesaid) so distributed which is applicable to one share of Common Stock. (v) Anything in this Section A.4.f. to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Ratio and the Maximum Number in any case in which the amount by which such Conversion Ratio and the Maximum Number would be adjusted in accordance with the foregoing provisions would be less than 3% of such Conversion Ratio and the Maximum Number, as the case may be, before such adjustment, but in such case any adjustment that would otherwise be required then to be made will be carried forward and made at the time of, and together with, the next subsequent adjustments which, together with any and all such adjustments so carried forward, shall amount to 3% or more of such Conversion Ratio and the Maximum Number before such adjustments. (vi) For purposes of this Section A.4.f., the number of shares of Common Stock at any time outstanding shall not include any shares of Common Stock then owned or held by or for the account of the Corporation. Whenever the Conversion Ratio is adjusted pursuant to this Section A.4.f. the Corporation shall promptly after the Original Issuance Dateadjustment (1) place on file at its offices and at the offices of each of its transfer agents, without causing if any, for the Series A Preferred Stock, a statement signed by the Chairman of the Board, the President, or a Vice President of the Corporation and by its Treasurer or an Adjusted Assistant Treasurer showing in detail the facts requiring such adjustment, the method by which the adjustment is calculated, and the Conversion PriceRatio and the Maximum Number after such adjustment, and shall make such statement available for inspection by shareholders of the Corporation, and (2) mail or cause to be mailed by its transfer agent to each holder of record of the Series A Preferred Stock a notice stating the adjustment, the method by which the adjustment is calculated, and the adjusted Conversion Ratio and the Maximum Number, with a statement of any firm of independent certified public accountants of nationally recognized standing (which may be the firm regularly retained by the Corporation) to the effect that such adjustment is in accordance with this Section A.4. g. In case of any reclassification or change of the outstanding shares of Common Stock of the Corporation (except a subdivision or combination of shares), effective provision shall be made by the Corporation (i) that the holder of each share of Series A Preferred Stock then outstanding shall thereafter have the right to convert such share into the kind and amount of stock or other securities, upon such reclassification or change, by a holder of the number of shares of Common Stock of the Corporation into which such share of Series A Preferred Stock might have been converted immediately prior thereto, and (ii) that there shall be subsequent adjustments of the Conversion Ratio and the Maximum Number which shall be equivalent, as nearly as practicable, to the adjustments provided for in Section A.4.f., above. The provisions of this Section A.4.g. shall similarly apply to successive reclassifications or changes. Any provision that shall be made for the purposes specified hereinbefore in this Section A.4.g. that shall be approved by a resolution or resolutions of the Board of Directors of the Corporation, and that shall, in the written opinion of a firm of independent certified public accountants of nationally recognized standing selected by the Corporation (which may be the firm regularly retained by the Corporation), be fair and equitable, shall be binding and conclusive upon all holders of shares of Series A Preferred Stock then outstanding. In the event that securities or property other than Common Stock shall be issuable or deliverable upon any of the events referred to in this Section A.4.g., all references in this Section A.4.g. shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or property. h. In case of any consolidation or merger of the Corporation with or into another corporation, or in case of any sale or conveyance to another corporation of all or substantially all of the assets or property of the Corporation (each of the foregoing being referred to as a "Transaction"), each share of Series A Preferred Stock then outstanding shall thereafter be convertible into, in lieu of the Common Stock issuable upon such conversion prior to consummation of such Transaction, the kind and amount of shares of stock and other securities and property (including cash) receivable upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which one share of Series A Preferred Stock was convertible immediately prior to such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Transaction). The number of shares of stock and other consideration into which each share of Series A Preferred Stock shall be converted shall be determined according to the Conversion Ratio and Maximum Number set forth in Section A.4.a. In case securities or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid, then all references in this Section A.4.

Adjustments to Conversion Ratio. For so long as any shares of Series C H Convertible Preferred Stock are outstanding, but no later than one year from the effective date of a registration statement registering for resale by the holders the shares of Common Stock issuable upon conversion of the Series C H Convertible Preferred Stock, if the Corporation (i) issues and sells pursuant to an exemption from registration under the Securities Act (A) Common Stock at a purchase price on the date of issuance thereof that is lower than the Conversion Price at such date (other than shares of Common Stock issued in connection with an equity line of credit or upon exercise of warrants issued in connection with an equity line of credit, shares of Common Stock issued upon conversion of the Corporation's Series A Convertible Preferred Stockconvertible preferred stock outstanding on the Original Issuance Date, Series B Convertible Preferred or shares of Common Stock or issued in connection with the exercise of any warrants or options outstanding on the Original Issuance Date or pursuant to the Corporation's 1998 Employee Stock Purchase Plan), (B) warrants or options with an exercise price on the date of issuance of the warrants or options that is lower than the Conversion Price on such date (other than options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option PlansPlans or warrants issued in connection with an equity line of credit), or (C) convertible, exchangeable or exercisable securities with a right to convert, exchange or exercise at a price or rate lower than the Conversion Price on the date of issuance or conversion, as applicable, of such convertible, exchangeable or exercisable securities (other than the options and stock awards granted pursuant to the Corporation's 1995 and 1998 Stock Option Plans); and (ii) grants the right to the purchaser(s) thereof to demand that the Corporation register under the Securities Act such Common Stock issued or the Common Stock for which such warrants or options may be exercised or such convertible, exchangeable or exercisable securities may be converted, exercised or exchanged, then the Conversion Price shall be reduced to a rate equal to the lowest of any lower rates since the most recently received Conversion Notice, and such Adjusted Conversion Price shall apply to any future Conversion Notices received by the Corporation, unless the unadjusted Conversion Price would be lower than the Adjusted Conversion Price. The Adjusted Conversion Price as it may exist from time to time shall not apply retroactively to any shares of Series C H Convertible Preferred Stock converted prior to the implementation of such Adjusted Conversion Price. Notwithstanding the foregoing, the Corporation may issue up to an aggregate total of Three Hundred Thousand (300,000) shares of Common Stock (subject to adjustment only for stock splits, stock dividends and reverse stock splits) at any price determined by the Board of Directors, after the Original Issuance Date, without causing an Adjusted Conversion Price.