Common use of Issuance of Additional Shares Clause in Contracts

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shall issue shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after before the date of this AgreementJanuary 25, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities 2019 without consideration or for a consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Purchase Price, the Purchase Price Per Share shall be reduced, concurrently with such issue, to a price (as hereinafter definedcalculated to the nearest cent) (each such issuancedetermined by multiplying the Purchase Price then in effect by a fraction, a “Triggering Issuance”), then (i) the Company numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue to plus the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the total number of shares of Common Stock so issued (as determined below))would purchase at the Purchase Price in effect immediately prior to such issue, and (ii) the Effective Price Per Share denominator of which shall be adjusted to equal the effective price per share number of shares of Common Stock outstanding immediately prior to such issue plus the number of such shares of Common Stock so issued; provided that, immediately after any shares of Common Stock are deemed issued pursuant to this Section 3.2 such shares of Common Stock shall be deemed to be outstanding. For the purposes of calculating any adjustment to the Purchase Price under this Section 3.2, all shares of Common Stock issuable upon exercise, conversion or exchange of outstanding convertible securities shall be deemed to be outstanding. Notwithstanding the foregoing, no adjustment to the Purchase Price or number of Warrant Shares shall be triggered pursuant to this Section 3.2 by (i) the issuance of ordinary course stock options or share-based compensation to directors, officers, employees or other service providers when issued pursuant to the Company’s existing compensation plans or consistent with past practice, to a maximum of 10% of the Triggering Issuance. “Company’s issued and outstanding shares of Common Stock on a fully diluted basis at such time; or (ii) shares of Common Stock issued upon the exercise, conversion or exchange of any convertible security issued prior to the date hereof.

Issuance of Additional Shares. Subject to the exceptions provided below, if prior to December 31, 2000 the Company issues or agrees to issue additional shares of Common Stock or other securities convertible into Common Stock for cash or cash equivalents or other property of the type contemplated by Section 9.4 in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933 (a "Subsequent Transaction") at a price per share (as adjusted for stock splits, stock dividends, stock combinations, reclassifications and other similar changes in its capitalization) lower than the price per share for the Initial Shares determined in accordance with Section 2, then the Company shall issue Adjustment Shares of Common Stock to each Purchaser for no additional consideration. For the purposes of the preceding sentence, the number of "Adjustment Shares" shall be calculated for each Purchaser as follows: X = (C/A) - B, where: X = Number of Adjustment Shares A = Price per Share of subsequent issuance of Common Stock B = Number of Initial Shares initially issued to such Purchaser at the Closing plus, in the case of incuVest LLC, the number of Additional Shares issued at the Second Closing C = Aggregate price of Shares issued to such Purchaser at the Closing and Second Closing The provisions of this Section 9 shall not apply to (a) If issuances to employees, directors, advisors or consultants or former employees or directors, advisors or consultants of the Company shall, at any time of Common Stock or from time options to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of purchase Common Stock issued pursuant to this Agreement the Company's stock option plan or Stockholder Rights Plan, (including shares issued b)any rights offering made to all holders of Common Stock or (c) the issuance of the Additional Shares or Additional Warrants at the Second Closing. In no event shall any adjustment pursuant to this Section 5.3) or six (6) months after 9 result in a reduction of the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with purchased by any Purchaser. In the Shares issued hereunder to Purchaser event a Subsequent Transaction closes prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by Second Closing, the number of shares Adjustment Shares issuable to incuVest LLC based upon the number of Additional Shares and Additional Warrants will be issued (as determined below)), and (ii) at the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Second Closing.

Issuance of Additional Shares. (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six one hundred eighty two (6182) months days after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “determined