Common use of Future Issuances Clause in Contracts

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, at the option of the Holder, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (2) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3) The adjustment of the Exercise Price described in Section 9(d)(1) above shall not apply to: (i) the issuance of securities upon the exercise or conversion of any Common Stock Equivalents issued by the Company prior to the date of this Agreement (or to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereof), (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan, including any inducement grant to a new executive officer or director, or (iii) the issuance of Common Stock or Common Stock Equivalents pursuant to a Strategic Transaction (as defined in the Purchase Agreement). (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the Closing Date (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof).

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”"COMMON STOCK EQUIVALENTS"), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, at the option of the Holder, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (2) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3) The adjustment of the Exercise Price described in Section 9(d)(1) above shall not apply to: (i) the issuance of securities upon the exercise or conversion of any Common Stock Equivalents issued by the Company prior to the original issuance date of this Agreement Warrant (or but will apply to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereofthereto), (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan, including any inducement grant to a new executive officer or director, or (iii) the issuance of Common Stock or Common Stock Equivalents pursuant to a Strategic Transaction (as defined in the Purchase Agreement). (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the Closing Date (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof).

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”"COMMON STOCK EQUIVALENTS"), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, at the option of the Holder: (A) if such issuance shall take place during the period between the Closing Date and the 180th day following the Effective Date, for such exercises as the Holder shall indicate, the Exercise Price shall be adjusted to mirror the conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue, or (B) if such issuance shall occur at any time following the 180th day following the Effective Date, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (2) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3) The adjustment of the Exercise Price described in Section 9(d)(19(c)(1) above shall not apply to: (i) the issuance of securities upon the exercise or conversion of any Common Stock Equivalents issued by the Company prior to the original issuance date of this Agreement (or to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereof)Warrant, (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan, including plan in existence on the original issue date of this Warrant (but not as to any inducement grant amendments or other modifications to a new executive officer or director, or (iii) the issuance number of Common Stock issuable thereunder, the terms set forth therein, or Common Stock Equivalents pursuant to a Strategic Transaction (as defined in the Purchase Agreementexercise price set forth therein). (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the Closing Date (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof).

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, at the option of the Holder, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (2) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3) The adjustment of the Exercise Price described in Section 9(d)(1) above shall not apply to: (i) the issuance of securities upon the exercise or conversion of any Common Stock Equivalents issued by the Company prior to the date of this Agreement (or to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereof), (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan, including any inducement grant to a new executive officer or director, or (iii) the issuance of Common Stock or Common Stock Equivalents pursuant to a Strategic Transaction (as defined in the Purchase Agreement). (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the last closing bid price of the Common Stock reported on the Trading Day Market immediately preceding the Closing Date (entering into of the Purchase Agreement, appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereofhereof (the “Floor Price”). For the avoidance of doubt, if the Purchase Agreement is entered into at a time when the Trading Market is open and before the close of the regular session at 4 PM Eastern Time, the Floor Price shall be the previous Trading Day’s closing bid price. If the Purchase Agreement is entered into after the close of the regular session on a Trading Day of the Trading Market, then the Floor Price shall be that day’s closing bid price.

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant Debenture is outstanding, shall issue shares of Common Stock Capital Shares, or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), Capital Share Equivalents entitling any Person to acquire shares of Common Stock Stock, at a price per share less than the Exercise Set Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock Capital Shares or Common Stock Capital Share Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Set Price, such issuance shall be deemed to have occurred for less than the Exercise Set Price), ) then, at the option of the Holder, the Exercise Set Price shall be multiplied by a fraction, the numerator of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) outstanding immediately prior to on the date of issuance of such securities plus the number of Capital Shares or Capital Share Equivalents offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock or (excluding treasury shares, if any) outstanding on the date of issuance of such Common Stock Equivalents securities plus the number of shares of Common Stock which the aggregate offering price for such of the total number of shares of Common Stock or Common Stock Equivalents so offered would purchase at the Exercise Set Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For provided, that for purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Capital Share Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Capital Share Equivalents. Such adjustment shall be made whenever such shares of Common Stock Capital Shares or Common Stock Capital Share Equivalents are issued. The Company shall notify However, upon the Holder in writingexpiration of any Capital Share Equivalents, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject which resulted in an adjustment in the Conversion Price pursuant to this sectionSection, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price if any such Capital Share Equivalents shall expire and other pricing terms. (2) If, at any time while this Warrant is outstandingshall not have been exercised, the Company or Set Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any Subsidiary issues Common Stock Equivalents with an Effective other adjustments in the Set Price or a number made pursuant to the provisions of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of this Section after the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder issuance of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3Capital Share Equivalents) The had the adjustment of the Exercise Set Price described in Section 9(d)(1) above shall not apply to: (i) made upon the issuance of securities such Capital Share Equivalents been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise or conversion of any Common Stock such Capital Share Equivalents issued by the Company prior to the date of this Agreement (or to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereof), (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase plan, including any inducement grant to a new executive officer or director, or (iii) the issuance of Common Stock or Common Stock Equivalents pursuant to a Strategic Transaction (as defined in the Purchase Agreement)actually exercised. (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the Closing Date (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof).

Future Issuances. (1) If the Company or any subsidiary thereof, as applicable with respect to Common Stock Equivalents (as defined below), at any time while this Warrant is outstanding, shall issue shares of Common Stock or rights, warrants, options or other securities or debt that are convertible into or exchangeable for shares of Common Stock (“Common Stock Equivalents”), entitling any Person to acquire shares of Common Stock at a price per share less than the Exercise Per Unit Purchase Price (subject to equitable adjustment for stock splits, recombinations and similar transactions) (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Per Unit Purchase Price, such issuance shall be deemed to have occurred for less than the Exercise Per Unit Purchase Price), then, at the option of the Holder: (A) if such issuance shall take place during the period between the Closing Date and the 180th day following the Record Date, for such exercises as the Holder shall indicate, the Exercise Price shall be adjusted to mirror the conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue, or (B) if such issuance shall occur at any time following the 180th day following the Record Date, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. For purposes hereof, all shares of Common Stock that are issuable upon conversion, exercise or exchange of Common Stock Equivalents shall be deemed outstanding immediately after the issuance of such Common Stock Equivalents. Such adjustment shall be made whenever such shares of Common Stock or Common Stock Equivalents are issued. However, upon not less than 20 days’ prior written notice delivered by the Company to the Holder, indicating the future expiration of any Common Stock Equivalents the issuance of which resulted in an adjustment in the Exercise Price pursuant to this Section, if any such Common Stock Equivalents shall expire and shall not have been exercised, the Exercise Price shall immediately upon such expiration be recomputed and effective immediately upon such expiration be increased to the price which it would have been (but reflecting any other adjustments in the Exercise Price made pursuant to the provisions of this Section after the issuance of such Common Stock Equivalents) had the adjustment of the Exercise Price made upon the issuance of such Common Stock Equivalents been made on the basis of offering for subscription or purchase only that number of shares of Common Stock actually purchased upon the exercise of such Common Stock Equivalents actually exercised. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms. (2) If, at any time while this Warrant is outstanding, the Company or any Subsidiary issues Common Stock Equivalents with an Effective Price or a number of underlying shares that floats or resets or otherwise varies or is subject to adjustment based (directly or indirectly) on market prices of the Common Stock (a “Floating Price Security”), then for purposes of applying the preceding paragraph in connection with any subsequent exercise, the Effective Price will be determined separately on each Exercise Date and will be deemed to equal the lowest Effective Price at which any holder of such Floating Price Security is entitled to acquire Common Stock on such Exercise Date (regardless of whether any such holder actually acquires any shares on such date). (3) The adjustment of the Exercise Price described in Section 9(d)(1) above foregoing shall not apply to: (i) the issuance of securities upon the exercise or conversion of any Common Stock Equivalents issued by the Company prior to Company’s options, warrants or other convertible securities outstanding as of the date of this Agreement (or to any amendments or modifications thereof other than such modifications or amendments which have the effect of lowering the exercise, conversion or purchase price thereof)hereof, (ii) the grant of options or warrants, or the issuance of additional securities, under any duly authorized Company stock option, restricted stock plan or stock purchase planplan currently in existence, including (iii) Common Stock Equivalents issued in connection with the Company’s acquisition of a business or assets, (iv) Common Stock Equivalents issued in connection with capital equipment leasing transactions, (v) Common Stock Equivalents issued to bona fide consultants to the Company, (vi) Common Stock Equivalents issued in one or more instances for any inducement grant to purpose so long as such issuance or the aggregate of such issuances does not result in issuance by the Company of more than an aggregate of 100,000 shares of Common Stock on a new executive officer or directorfully diluted basis, while this Warrant is outstanding, or (iiivii) the issuance of Common Stock or Common Stock Equivalents based on an aggregate market value of up to $5,000,000 pursuant to a one or more Strategic Transaction (as defined in the Purchase Agreement)Transactions, while this Warrant is outstanding. (4) Notwithstanding any other provision in Section 9(d) to the contrary, prior to the receipt, if any, of the stockholder approval specified in the Purchase Agreement, the Exercise Price shall not be reduced to a price less than the closing bid price of the Common Stock on the Trading Day immediately preceding the Closing Date (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof).