Common use of Dilutive Issuances Clause in Contracts

Dilutive Issuances. If the Company issues shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than in Excluded Issuances or a transaction to which Section 6.3, Section 6.4 or Section 6.5 applies), for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than the Market Price on [●], 20232 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the “Warrant Price”), the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + A OS0 + B where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event (treating for this purpose as outstanding all shares of Common Stock issuable upon (i) conversion of all convertible securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determine by the Company)) A = the maximum number of additional shares of Common Stock issued (or into which Equity-Linked Securities may be converted) B = the number of shares of Common Stock (or into which such Equity-Linked Securities may be converted) that would have been issued assuming such additional shares of Common Stock had been issued or deemed issued at the Warrant Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Warrant Price).

Dilutive Issuances. If the Company issues shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than in Excluded Issuances or a transaction to which Section 6.3, Section 6.4 or Section 6.5 applies), for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than the Market Price on [●]August 29, 20232 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the “Warrant Price”), the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x OS0 + A OS0 + B where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event (treating for this purpose as outstanding all shares of Common Stock issuable upon (i) conversion of all convertible securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determine determined by the Company)) A = the maximum number of additional shares of Common Stock issued (or into which Equity-Linked Securities may be converted) B = the number of shares of Common Stock (or into which such Equity-Equity- Linked Securities may be converted) that would have been issued assuming such additional shares of Common Stock had been issued or deemed issued at the Warrant Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Warrant Price).

Dilutive Issuances. If the Company issues shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than in Excluded Issuances or a transaction to which Section 6.3, Section Sections 6.3 or 6.4 or Section 6.5 applies), for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than the Market Price on [●]November 15, 20232 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the “Warrant Reference Price”), the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x × OS0 + A OS0 + B where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event (treating for this purpose as outstanding all shares of Common Stock issuable upon (i) conversion conversion, exchange or exercise of all convertible convertible, exchangeable or exercisable securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determine determined by the Company)) A = the maximum number of additional shares of Common Stock issued (or into which Equity-Linked Securities may be converted) B = the number of shares of Common Stock (or into which such Equity-Linked Securities may be converted) that would have been issued assuming such additional shares of Common Stock had been issued or deemed issued at the Warrant Reference Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Warrant Reference Price). Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date of such issuance of such Common Stock of Equity-Linked Securities, as applicable. No adjustment shall be made pursuant to this Section 6.6 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant.

Dilutive Issuances. If the Company issues shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than in Excluded Issuances or a transaction to which Section 6.3, Section Sections 6.3 or 6.4 or Section 6.5 applies), for a consideration per share of Common Stock (or conversion, exercise or exchange price per share of Common Stock; provided that, with respect to the issuance of any “xxxxx warrants” or other Common Stock or Equity-Linked Securities that are issued for other than specific cash consideration, including in connection with an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes of this Section 6.6, including “B” in the formula below, shall be deemed to be the Market Price of the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than the Market Price on [●[ ]1, 20232 2023 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the “Warrant Reference Price”), the number of Warrant Shares for which this Warrant is exercisable will be adjusted based on the following formula: NS’ = NS0 x × OS0 + A OS0 + B where, NS’ = the number of Warrant Shares for which this Warrant is exercisable in effect immediately after such event NS0 = the number of Warrant Shares for which this Warrant is exercisable in effect immediately prior to such event OS0 = the number of shares of Common Stock outstanding immediately prior to such event (treating for this purpose as outstanding all shares of Common Stock issuable upon (i) conversion conversion, exchange or exercise of all convertible convertible, exchangeable or exercisable securities of the Company and (ii) exercise or vesting of any equity awards of the Company, including options and restricted stock units (using the treasury stock method as determine determined by the Company)) A = the maximum number of additional shares of Common Stock issued (or into which Equity-Linked Securities may be converted) B = the number of shares of Common Stock (or into which such Equity-Linked Securities may be converted) that would have been issued assuming such additional shares of Common Stock had been issued or deemed issued at the Warrant Reference Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Warrant Reference Price). 1 NTD: To insert applicable closing date Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the date of such issuance of such Common Stock of Equity-Linked Securities, as applicable. No adjustment shall be made pursuant to this Section 6.6 which shall have the effect of decreasing the number of Warrant Shares issuable upon exercise of this Warrant.

Dilutive Issuances. If the Company issues shall at any time or from time to time, after the issuance of this Warrant but prior to the expiration of this Warrant, issue or sell (such issuance or sale, a “New Issuance”) any shares of Common Stock or any other security convertible into, exercisable or exchangeable for Common Stock (such Common Stock or other security, “Equity-Linked Securities”) (other than in Excluded Issuances or Equivalents at a transaction to which Section 6.3, Section 6.4 or Section 6.5 applies), for a consideration price per share of Common Stock (the “New Issue Price”) that is less than the Exercise Price then in effect as of the record date or conversionIssue Date (as defined below), exercise or exchange as the case may be (the “Relevant Date”) (treating the price per share of Common Stock; provided that, with respect to in the case of the issuance of any “xxxxx warrants” or other Common Stock Equivalent, as equal to (x) the sum of the price for such Common Stock Equivalent plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or Equity-Linked Securities that are issued for exercise of such Common Stock Equivalent divided by (y) the number of shares of Common Stock initially underlying such Common Stock Equivalent), other than specific cash consideration, including in connection with (i) issuances or sales for which an incurrence of indebtedness or the issuance of non-convertible preferred stock (collectively, “Specified Equity”), the consideration for purposes adjustment is made pursuant to another subsection of this Section 6.67, including “B” and (ii) Exempt Issuances, then, and in each such case, (A) the formula below, Exercise Price then in effect shall be deemed adjusted to be equal the Market New Issue Price of and (B) the Common Stock underlying such warrants, Common Stock or Equity-Linked Securities as of the day prior to their respective issuance (the “Specified Equity Deemed Cash Consideration”)) less than the Market Price on [●], 20232 (after giving effect to any applicable adjustments pursuant to Sections 6.1 through 6.5, the “Warrant Price”), the aggregate number of Warrant Shares for which this Warrant is exercisable will immediately after the New Issuance shall be adjusted based on increased to equal the following formula: NS’ = NS0 x OS0 + A OS0 + B where, NS’ = product of (i) the aggregate number of Warrant Shares for which this Warrant is exercisable immediately prior to the New Issuance multiplied by (ii) a fraction, the numerator of which shall be the Exercise Price in effect on the day immediately prior to the Relevant Date and the denominator of which shall be the Exercise Price in effect immediately after such event NS0 = adjustment. For the avoidance of doubt, whether or not the Company provides a notice of adjustment pursuant to this Section 7(c), upon the occurrence of any New Issuance, after the date of such New Issuance the Holder is entitled to receive a number of Warrant Shares for which based upon the provisions of this Warrant is exercisable Section 7(c) regardless of whether the Holder accurately refers to the Exercise Price in effect immediately prior the Notice of Exercise. Any adjustment pursuant to the preceding provisions of this Section 7(c) shall be made whenever such event OS0 = the number of shares of Common Stock outstanding immediately prior or Common Stock Equivalents are issued, and shall become effective on the date (the “Issue Date”) of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Section 7(c) shall be made only upon the issuance of such event (treating for this purpose as outstanding all shares of Common Stock issuable or Common Stock Equivalents, and not upon (i) conversion of all convertible securities of the Company and (ii) exercise or vesting issuance of any equity awards of security into which the Company, including options and restricted stock units (using the treasury stock method as determine by the Company)) A = the maximum number of additional shares of Common Stock issued (Equivalents convert, exchange or into which Equity-Linked Securities may be converted) B = the number of shares of Common Stock (or into which such Equity-Linked Securities may be converted) that would have been issued assuming such additional shares of Common Stock had been issued or deemed issued at the Warrant Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock to be issued (or into which such Equity-Linked Securities may be converted) by the Warrant Price)exercised.