Common use of Dilutive Issuances Clause in Contracts

Dilutive Issuances. (a) If Company shall at any time after the Closing Date and until and including the earlier of (i) the second anniversary of the Closing Date and (ii) Company’s Next Financing issue or sell any shares of Common Stock or Common Stock Equivalents in a Subsequent Issuance (other than an Exempt Issuance) for a consideration per share less than $0.90 (subject to adjustment pursuant to this Section 2)(a “Dilutive Issuance”), then the Warrant Number shall be adjusted by multiplying the Warrant Number immediately prior thereto by a fraction, the numerator of which shall be the Warrant Exercise Price then in effect and the denominator of which shall be the per share consideration received or to be received by Company in such Dilutive Issuance; provided that the Warrant Shares issued upon any prior exercise of this Warrant shall be disregarded (as if the exercise of this Warrant and the issuance of such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant under this Section 2.5(a) as if there had been no prior exercise of this Warrant. If Company shall sell or issue shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the fair market value per share and the consideration received or receivable by or payable to Company for purposes of this Section 2.5, the fair value of such property shall be determined reasonably and in good faith by the Company Board. As used herein, “

Dilutive Issuances. (a) If Company shall the Company, at any time after prior to the Closing Date and until and including the earlier of (i) the second anniversary of the Closing Date and (ii) Company’s Next Financing issue Uplisting, shall sell, enter into an agreement to sell, or grant any option to purchase, or sell or grant any shares of right to reprice, or otherwise sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents in a Subsequent Issuance (other than Stock, at an Exempt Issuance) for a consideration effective price per share less than $0.90 (0.175, subject to adjustment pursuant to this Section 2)(a for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock (the “Conversion Price”) (such lower price, the “Base Share Price,” and such issuances collectively, a “Dilutive Issuance”)) (it being understood and agreed that if the holder of the Common Stock so issued shall at any time, then the Warrant Number shall be adjusted whether by multiplying the Warrant Number immediately prior thereto by a fractionoperation of purchase price adjustments, the numerator of which shall be the Warrant Exercise Price then in effect and the denominator of which shall be the reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share consideration received or which are issued in connection with such issuance, be entitled to be received by Company in such Dilutive Issuance; provided that the Warrant Shares issued upon any prior exercise of this Warrant shall be disregarded (as if the exercise of this Warrant and the issuance of such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant under this Section 2.5(a) as if there had been no prior exercise of this Warrant. If Company shall sell or issue receive shares of Common Stock at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for a consideration consisting, in whole or in part, less than the Conversion Price on such date of property other than cash or its equivalentthe Dilutive Issuance at such effective price), then in determining within three business days after the fair market value per share and consummation (or, if earlier, the consideration received or receivable by or payable announcement) of each Dilutive Issuance, the Company shall issue to Company for purposes the Holder, without further consideration, an additional number of shares of Common Stock equal to the difference between (i) the number of shares of Common Stock that would have been issued to the Holder pursuant to Section 4 of this Agreement if the Conversion Price had equaled the applicable Base Share Price and (ii) the number of shares of Common Stock originally issued to the Holder pursuant to Section 2.5, the fair value 4 of such property shall be determined reasonably and in good faith by the Company Board. As used herein, “this Agreement.

Dilutive Issuances. (a) If Company shall at any time after the Closing Date and until and including the earlier of (i) the second anniversary of the Closing Date and (ii) Company’s Next Financing issue or sell any shares of Common Stock or Common Stock Equivalents in a Subsequent Issuance (other than an Exempt Issuance) for a consideration per share less than $0.90 (subject to adjustment pursuant to this Section 2)(a “Dilutive Issuance”), then the Warrant Number shall be adjusted by multiplying the Warrant Number immediately prior thereto by a fraction, the numerator of which shall be the Warrant Exercise Price then in effect and the denominator of which shall be the sum of (i) Warrant Exercise Price, calculated as if the initial Warrant Exercise Price was $1.00 per Share, plus (ii) the per share consideration received or to be received by Company in such Dilutive Issuance; provided that the Warrant Shares issued upon any prior exercise of this Warrant shall be disregarded (as if the exercise of this Warrant and the issuance of such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant under this Section 2.5(a) as if there had been no prior exercise of this Warrant. If Company shall sell or issue shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the fair market value per share and the consideration received or receivable by or payable to Company for purposes of this Section 2.5, the fair value of such property shall be determined reasonably and in good faith by the Company Board. As used herein, “

Dilutive Issuances. (a) If In the event the Company shall at any time after the Closing Date and until and including the earlier of (i) the second anniversary of the Closing Date and (ii) Company’s Next Financing issue or sell any ------------------ additional shares of Common Stock or any securities convertible into, exchangeable for or exercisable for Common Stock Equivalents in a Subsequent Issuance (other than an Exempt Issuancethe "Additional Securities") without consideration or for a consideration per share less than $0.90 the applicable Warrant Price in effect on the date of and immediately prior to such issue (subject other than shares of Common Stock issued to adjustment pursuant employees and consultants of the Company in accordance with Section 5.12 of the Company's Series C and Series D Preferred Stock Purchase Agreement dated January 25, 1991 (the "Preferred Stock Purchase Agreement"), up to this Section 2)(a “Dilutive Issuance”a maximum of 1,000,000 shares as adjusted for any dividend or distribution of shares of Common Stock), then the and in such event, such applicable Warrant Number Price shall be adjusted reduced, concurrently with such issue, to a price (calculated to the nearest tenth of a cent) determined by multiplying the such applicable Warrant Number immediately prior thereto Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consi- deration received by the corporation for the total number of shares of Additional Securities so issued would purchase at such applicable Warrant Exercise Price then in effect Price; and the denominator of which shall be the per share consideration received or to be received by Company in such Dilutive Issuance; provided that the Warrant Shares issued upon any prior exercise number of this Warrant shall be disregarded (as if the exercise of this Warrant and the issuance of such Warrant Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant under this Section 2.5(a) as if there had been no prior exercise of this Warrant. If Company shall sell or issue shares of Common Stock for a consideration consistingoutstanding immediately prior to such issue plus the number of shares of such Additional Securities so issued. For the purpose of performing the calculations required by this Section 4.4, in whole all shares of Common Stock issuable upon the conversion, exchange or in partexercise of outstanding securities (including, of property other than cash or its equivalentwithout limitation, then in determining the fair market value per share options issued to employees and consultants) shall be deemed to be outstanding, and immediately after the consideration received or receivable by or payable to Company for purposes any shares of this Section 2.5Additional Securities has been received, the fair value of such property they shall be determined reasonably and in good faith by the Company Board. As used herein, “deemed to be outstanding.

Dilutive Issuances. (a) If Company shall If, at any time after while this Note is outstanding (the Closing Date and until and “Adjustment Period”), the Company issues or sells, or in accordance with this Section 8 is deemed to have issued or sold, any Common Shares, Convertible Securities or Options (including the earlier issuance or sale of (i) Common Shares owned or held by or for the second anniversary account of the Closing Date and (ii) Company’s Next Financing issue , but excluding any Excluded Securities issued or sell any shares of Common Stock sold or Common Stock Equivalents in a Subsequent Issuance (other than an Exempt Issuancedeemed to have been issued or sold) for a consideration per share (the “New Issuance Price”) less than $0.90 a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (subject such Conversion Price then in effect is referred to adjustment pursuant to this Section 2)(a as the “Applicable Price” and such issuance, a “Dilutive Issuance”), ) then the Warrant Number shall be adjusted by multiplying the Warrant Number immediately prior thereto by a fractionafter such Dilutive Issuance, the numerator of which shall be the Warrant Exercise Conversion Price then in effect and the denominator of which shall be reduced to an amount equal to the per share consideration received or to New Issuance Price. The Merger shall not be received by Company in such deemed a Dilutive Issuance; provided provided, however, that the Warrant Shares issued upon any prior exercise of this Warrant Merger shall be disregarded deemed a Dilutive Issuance if it is based on a pre-Merger valuation (as if prepared by a third party valuation expert reasonably acceptable to Buyer) of the exercise of this Warrant and the issuance of such Warrant Shares as a result thereof had never happened) Company (excluding any investment by Holder pursuant to the extent necessary to achieve Securities Purchase Agreement) of less than $6 million or if in connection with the same readjustment to Merger, any securities of the Warrant Issuer other than Common Shares are issued, assigned or transferred. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion Price and consideration per share under this Section 2.5(a8(e)(i)), clauses (ii) as if there had been no prior exercise of this Warrant. If Company shall sell or issue shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the fair market value per share and the consideration received or receivable by or payable to Company for purposes through (vii) of this Section 2.5, the fair value of such property 8(e) shall be determined reasonably and in good faith by the Company Board. As used herein, “applicable.

Dilutive Issuances. (a) If Company shall at any time after the Closing Date and until and including the earlier of (i) the second anniversary of the Closing Date and (ii) Company’s Next Financing issue or sell any shares of Common Stock or Common Stock Equivalents in a Subsequent Issuance (other than an Exempt Issuance) for a consideration per share less than $0.90 (subject to adjustment pursuant to this Section 2)(a Article IV) (a “Dilutive Issuance”), then the Warrant Number Conversion Amount shall be adjusted by multiplying the Warrant Number Conversion Amount immediately prior thereto by a fraction, the numerator of which shall be the Warrant Exercise Conversion Price then in effect and the denominator of which shall be the per share consideration received or to be received by Company in such Dilutive Issuance; provided that the Warrant Conversion Shares issued upon any prior exercise conversion of this Warrant Note shall be disregarded (as if the exercise conversion of this Warrant Note and the issuance of such Warrant Conversion Shares as a result thereof had never happened) to the extent necessary to achieve the same readjustment to the Warrant Note under this Section 2.5(a4.5(a) as if there had been no prior exercise conversion of this WarrantNote. If Company shall sell or issue shares of Common Stock Conversion Shares for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the fair market value per share and the consideration received or receivable by or payable to Company for purposes of this Section 2.54.5, the fair value of such property shall be determined reasonably and in good faith by the Company Board. As used herein, “