Common use of Certain Issuances of Common Shares or Convertible Securities Clause in Contracts

Certain Issuances of Common Shares or Convertible Securities. If the Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in a Permitted Transaction or a transaction to which subsection (i) of this Section 12 is applicable) at a price per share (or having a conversion or exercise price per share) that is less than the Exercise Price in effect immediately prior to such issuance of such shares (or such convertible securities) (the “Pre-Issuance Exercise Price”) then, in such event, (A) there shall be calculated a fraction (I) the denominator of which shall be the sum of (x) the number of shares of Common Stock of the Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (II) the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding on such date and (2) the number of shares of Common Stock which the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Pre-Issuance Exercise Price (such fraction, the “Adjustment Factor”); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Pre-Issuance Exercise Price by the Adjustment Factor. For the avoidance of doubt, no adjustment shall be implemented under this subsection unless the Adjustment Factor is less than 1.0. For purposes of the foregoing calculations, all shares of Common Stock issuable upon exercise of Options (as defined in the Restated Certificate) outstanding immediately prior to such issuance or upon conversion or exchange of Convertible Securities (as defined in the Restated Certificate) (including the Preferred Stock (as defined in the Restated Certificate)) outstanding (assuming exercise of any outstanding Options (as defined in the Restated Certificate) therefor) immediately prior to such issuance shall be treated as outstanding shares of Common Stock.

Certain Issuances of Common Shares or Convertible Securities. If the Corporation shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in a Permitted Transaction Transactions or a transaction to which subsection (iSection 5.4(i) of this Section 12 is applicable) without consideration or at a price consideration per share (or having a conversion or exercise price per share) that is less than the Exercise Conversion Price in effect immediately prior to such issuance the date of the agreement on pricing such shares (or such convertible securities) (the “Pre-Issuance Exercise Price”) then, in such event, (A) there event the Conversion Price shall be calculated adjusted by multiplying such Conversion Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction (I) the denominator of which shall be the sum of (x) the number of shares of Common Stock of the Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (II1) the numerator of which shall be the sum of (1y) the number of shares of Common Stock outstanding on such date and (2or into which convertible securities may be exercised or converted) that would have been issued assuming the number of additional shares of Common Stock which had been issued or deemed issued at a price per share of Common Stock equal to the Conversion Price (such amount determined by dividing the aggregate consideration receivable by the Corporation for the total number of shares of Common Stock so to be issued (or into which convertible securities may be exercised or convertconverted) would purchase at by the Pre-Issuance Exercise Conversion Price immediately prior to the date of the agreement on pricing such shares (or such fraction, the “Adjustment Factor”convertible securities); ) and (Bz) the Exercise Price payable upon exercise number of shares of Common Stock outstanding on such date and immediately prior to the Warrant shall be adjusted by multiplying such Pre-Issuance Exercise Price by the Adjustment Factor. For the avoidance issuance of doubt, no adjustment shall be implemented under additional shares (treating for this subsection unless the Adjustment Factor is less than 1.0. For purposes of the foregoing calculations, purpose as outstanding all shares of Common Stock issuable upon conversion or exercise of Options all convertible securities of the Corporation) and (as defined in 2) the Restated Certificate) outstanding immediately prior to such issuance or upon conversion or exchange denominator of Convertible Securities (as defined in the Restated Certificate) (including the Preferred Stock (as defined in the Restated Certificate)) outstanding (assuming exercise of any outstanding Options (as defined in the Restated Certificate) therefor) immediately prior to such issuance which shall be treated as outstanding shares of Common Stock.the sum of