Common use of Certain Anti-dilution Adjustments Clause in Contracts

Certain Anti-dilution Adjustments. If at any time while any portion of this Warrant remains outstanding, the Company shall issue shares of Common Stock (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock, other than issuances covered by Sections 2.1 or 2.2 above, at a price per share (or having an exercise, conversion, or exchange price per share) less than the Exercise Price in effect as of the date of issuance of such shares or of such rights, warrants, or other convertible or exchangeable securities, then, and in each such case, the Exercise Price shall be reduced (but not increased) to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully-diluted basis; i.e., treating as outstanding all shares of Common Stock issuable upon exercise, exchange or conversion of all outstanding options (to the extent then vested and exercisable), warrants, or other securities exercisable or exchangeable for or convertible into, directly or indirectly, shares of Common Stock) multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the Company upon such issue, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale (determined on a fully-diluted basis as aforesaid). For the purpose of determining the consideration received by the Company upon any such issue pursuant to clause (y) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value, which if not readily determinable shall be determined in good faith by the Board of Directors of the Company. An adjustment made pursuant to the paragraph shall be made on the next business day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. Notwithstanding anything contrary in this Section 2.3, there shall be no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, pursuant to a stock option plan approved by the Board of Directors, (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of the date of this Warrant or (iii) the issuance of securities as consideration for a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which involves a third party which is not affiliated with the Company or its current stockholders or in a strategic allowance.

Certain Anti-dilution Adjustments. If at any time after the Determination Date while any portion of this Warrant remains outstanding, the Company shall issue shares of Common Stock (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock, other than issuances covered by Sections 2.1 3.1, 3.2 or 2.2 3.3 above, at a price per share (or having an exercise, conversion, or exchange price per share) less than the Exercise Price in effect as of the date of issuance of such shares or of such rights, warrants, or other convertible or exchangeable securities, then, and in each such case, the Exercise Price shall be reduced (but not increased) to a price determined by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully-diluted basis; i.e., treating as outstanding all shares of Common Stock issuable upon exercise, exchange or conversion of all outstanding options (to the extent then vested and exercisable), warrants, or other securities exercisable or exchangeable for or convertible into, directly or indirectly, shares of Common Stock) multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the Company upon such issue, by (B) the total number of shares of Common Stock outstanding immediately after such issue or sale (determined on a fully-diluted basis as aforesaid). For the purpose of determining the consideration received by the Company upon any such issue pursuant to clause (y) above, if the consideration received by the Company is other than cash, its value will be deemed its fair market value, which if not readily determinable shall be determined in good faith by the Board of Directors of the Company. An adjustment made pursuant to the paragraph shall be made on the next business day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. Notwithstanding anything contrary in this Section 2.3Section, there shall be no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, pursuant to a stock option plan approved by the Board of Directors, (ii) securities issued in connection with the Company's initial public offering of its securities pursuant to a registration statement declared effective by the Securities and Exchange Commission which raises gross proceeds to the Company of at least Ten Million Dollars ($10,000,000) or any securities issued by the Company thereafter, (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of the date of this Warrant or (iiiiv) the issuance of securities as consideration for a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which involves a third party which is not affiliated with the Company or its current stockholders or in a strategic allowance.

Certain Anti-dilution Adjustments. If at any time while If, after April 1, 2006 and continuing during the periods determined in accordance with (a) and (b) below, provided any portion of this Warrant remains outstanding, the Company shall issue shares of Common Stock (or rights, warrants, or other securities convertible into or exchangeable for shares of Common Stock, ) other than issuances covered by Sections 2.1 3.1, 3.2 or 2.2 3.3 above, at a price per share (or having an exercise, conversion, or exchange price per share) less than the Exercise Price in effect as of the date of issuance of such shares of Common Stock or of such rights, warrants, or other convertible or exchangeable securities, then, and in each such case, the Exercise Price shall be reduced (but not increased) to a price equal to: (a) the per share price received by the Company upon such issuance, if such issuance occurs on or before the Company’s IPO or (b) the then current Exercise Price multiplied by the percentage determined by dividing (Ai) an amount equal to the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue (determined on a fully-diluted basis; i.e., treating as outstanding all shares of Common Stock issuable upon exercise, exchange or conversion of all outstanding options (to the extent then vested and exercisable), warrants, or other securities exercisable or exchangeable for or convertible into, directly or indirectly, shares of Common Stock) multiplied by the then existing Exercise Price, plus (y) the consideration, if any received by the Company upon such issue, by (Bii) the total number of shares of Common Stock outstanding immediately after such issue or sale (determined on a fully-diluted basis as aforesaid)) multiplied by the then existing Exercise Price, if such issuance occurs on or before the first anniversary of the Company’s IPO. For the purpose of determining the consideration received by the Company upon any such issue pursuant to clause (y) aboveissuance, if the consideration received by the Company is other than cash, its value will be deemed its fair market value, which if not readily determinable shall be determined in good faith by the Board of Directors of the Company. An adjustment made pursuant to the paragraph shall be made on the next business day following the date on which any such issuance is made and shall be effective retroactively immediately after the close of business on such date. Notwithstanding anything contrary in this Section 2.3, there shall be no reduction to the Exercise Price pursuant to this Section with respect to (i) the issuance or sale of options to purchase shares of Common Stock to employees, consultants and directors, pursuant to a stock option plan approved by the Board of Directors, (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities as of the date of this Warrant, (as adjusted for recapitalizations, stock splits, and the like) which are currently outstanding as of the date of this Warrant or (iii) the issuance of securities as consideration for a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, which involves a third party which is not affiliated with the Company or its current stockholders or in a strategic allowance.the