Common use of Issuance of Convertible Securities or Options Clause in Contracts

Issuance of Convertible Securities or Options. If at any time (i) the Issuer shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase options to purchase or rights to subscribe for Common Stock, securities directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") or options or rights with respect to Convertible Securities (options or rights with respect to Common Stock or Convertible Securities being referred to as "Options") or (B) otherwise issue or sell any Options or Convertible Securities (other than Options exercisable for Excluded Stock) and (ii) the consideration per share paid or to be paid for the Common Stock deliverable upon exercise of such Options and/or conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the subscription, purchase, sale or issuance of such Options or Convertible Securities plus any amount payable to the Issuer upon such exercise and/or conversion or exchange, by (y) the total maximum number of shares of Common Stock necessary to effect the exercise and/or conversion or exchange of all such Options or Convertible Securities) shall be less than the Current Market Price per share of Common Stock on such record date or sale or issuance date, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such date by a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the total maximum number of shares of Common Stock outstanding (determined on a fully diluted basis) after giving effect to the assumed exercise and/or conversion of all such Options or Convertible Securities and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of the Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration for which Common Stock is deliverable upon exercise and/or conversion or exchange for such Options or Convertible Securities. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence. The adjustment of the exercise price of an Option shall not be deemed to be the issuance or sale of an Option at less than the Current Market Price per share of Common Stock if the exercise price as adjusted is not less than the Current Market Price per share of Common Stock on the date of such adjustment.

Issuance of Convertible Securities or Options. If at any time (i) the Issuer shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase options to purchase or rights to subscribe for Common Stock, securities directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") or options or rights with respect to Convertible Securities (options or rights with respect to Common Stock or Convertible Securities being referred to as "Options") or (B) otherwise issue or sell any Options or Convertible Securities (other than Options exercisable for Excluded Stock) and (ii) the consideration per share paid or to be paid for the Common Stock deliverable upon exercise of such Options and/or conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the subscription, purchase, sale or issuance of such Options or Convertible Securities plus any amount payable to the Issuer upon such exercise and/or conversion or exchange, by (y) the total maximum number of shares of Common Stock necessary to effect the exercise and/or conversion or exchange of all such Options or Convertible Securities) shall be less than the Current Market Price per share of Common Stock on such record date or sale or issuance date, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such date by a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the total maximum number of shares of Common Stock outstanding (determined on a fully diluted basis) after giving effect to the assumed exercise and/or conversion of all such Options or Convertible Securities and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of the Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration for which Common Stock is deliverable upon exercise and/or conversion or exchange for such Options or Convertible Securities. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence. The adjustment of the exercise price of an Option shall not be deemed to be the issuance or sale of an Option at less than the Current Market Price per share of Common Stock if the exercise price as adjusted is not less than the Current Market Price per share of Common Stock on the date of such adjustment.giving

Issuance of Convertible Securities or Options. If at any time (i) the Issuer shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase options to purchase or rights to subscribe for Common Stock, securities directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") or options or rights with respect to Convertible Securities (options or rights with respect to Common Stock or Convertible Securities being referred to as "Options") or (B) otherwise issue or sell any Options or Convertible Securities (other than Options exercisable for Excluded Stock) and (ii) the consideration per share paid or to be paid for the Common Stock deliverable upon exercise of such Options and/or conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the subscription, purchase, sale or issuance of such Options or Convertible Securities plus any amount payable to the Issuer upon such exercise and/or conversion or exchange, by (y) the total maximum number of shares of Common Stock necessary to effect the exercise and/or conversion or exchange of all such Options or Convertible Securities) shall be less than the Current Market Price per share of Common Stock on such record date or sale or issuance date, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such date by a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the total maximum number of shares of Common Stock outstanding (determined on a fully diluted basis) after giving effect to the assumed exercise and/or conversion of all such Options or Convertible Securities and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of the Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration for which Common Stock is deliverable upon exercise and/or conversion or exchange for such Options or Convertible Securities. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence. The adjustment of the exercise price of an Option shall not be deemed to be the issuance or sale of an Option at less than the Current Market Price per share of Common Stock if the exercise price as adjusted is not less than the Current Market Price per share of Common Stock on the date of such adjustment.Option

Issuance of Convertible Securities or Options. If at any time prior to the full redemption of the Series A Preferred Stock (i) the Issuer shall (A) take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase options to purchase or rights to subscribe for Common Stock, securities directly or indirectly convertible into or exchangeable for Common Stock ("Convertible Securities") or options or rights with respect to Convertible Securities (options or rights with respect to Common Stock or Convertible Securities being referred to as "Options") or (B) otherwise issue or sell any Options or Convertible Securities (other than Options exercisable for Excluded Stock) and (ii) the consideration per share paid or to be paid for the Common Stock deliverable upon exercise of such Options and/or conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the subscription, purchase, sale or issuance of such Options or Convertible Securities plus any amount payable to the Issuer upon such exercise and/or conversion or exchange, by (y) the total maximum number of shares of Common Stock necessary to effect the exercise and/or conversion or exchange of all such Options or Convertible Securities) shall be less than the Current Market Price per share of Common Stock on such record date or sale or issuance date, as the case may be, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such date by a fraction (not to be less than one) (i) the numerator of which shall be equal to the product of (A) the total maximum number of shares of Common Stock outstanding (determined on a fully diluted basis) after giving effect to the assumed exercise and/or conversion of all such Options or Convertible Securities and (B) the Current Market Price per share of Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) the product of (1) the number of shares of Common Stock outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of the Common Stock determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration for which Common Stock is deliverable upon exercise and/or conversion or exchange for such Options or Convertible Securities. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence. The adjustment of the exercise price of an Option shall not be deemed to be the issuance or sale of an Option at less than the Current Market Price per share of Common Stock if the exercise price as adjusted is not less than the Current Market Price per share of Common Stock on the date of such adjustment.

Issuance of Convertible Securities or Options. If at any time (i) the Issuer shall (A) take a record of the holders of any class or series of its Common Stock for the purpose of entitling them to subscribe for or purchase options to purchase or rights to subscribe for shares of any class or series of Common Stock, securities directly or indirectly convertible into or exchangeable for shares of any class or series of Common Stock ("Convertible Securities") or options or rights with respect to Convertible Securities (options or rights with respect to Common Stock or Convertible Securities being referred 10 11 to as "Options") or (B) otherwise issue or sell any Options or Convertible Securities (other than Options exercisable for Excluded Stock) and (ii) the consideration per share paid or to be paid for the Common Stock of such class or series deliverable upon exercise of such Options and/or conversion or exchange of such Convertible Securities (determined by dividing (x) the total amount received or receivable by the Issuer in consideration of the subscription, purchase, sale or issuance of such Options or Convertible Securities plus any amount payable to the Issuer upon such exercise and/or conversion or exchange, by (y) the total maximum number of shares of Common Stock of such class or series necessary to effect the exercise and/or conversion or exchange of all such Options or Convertible Securities) shall be less than the Current Market Price per share of Common Stock of such class or series on such record date or sale or issuance date, as the case may be, then the number of shares of Class A Common Stock issuable upon exercise of this Warrant shall be adjusted to be that number determined by multiplying the number of shares of Class A Common Stock issuable upon exercise of this Warrant immediately prior to such date by a fraction (not to be less than one) (i) the numerator of which shall be equal to the product sum, for all classes and series of Common Stock, of the products of (A) the total maximum number of shares of Common Stock of each such class or series outstanding (determined on a fully diluted basis) after giving effect to the assumed exercise and/or conversion of all such Options or Convertible Securities and (B) the Current Market Price per share of Common Stock of each such class or series determined immediately before such record date or sale or issuance date, as the case may be, and (ii) the denominator of which shall be equal to the sum of (A) sum, for all classes and series of Common Stock, of the product products of (1) the number of shares of Common Stock of each such class or series outstanding (determined on a fully-diluted basis) immediately before such record date or sale or issuance date, as the case may be, and (2) the Current Market Price per share of the Common Stock of each such class or series determined immediately before such record date or sale or issuance date, as the case may be, and (B) the aggregate consideration for which Common Stock of each such class or series is deliverable upon exercise and/or conversion or exchange for such Options or Convertible Securities. Simultaneously with the adjustment in the preceding sentence, the Exercise Price shall be adjusted to be equal to (x) the Exercise Price immediately prior to the occurrence of such event multiplied by (y) a fraction (1) the numerator of which is the number of shares of Class A Common Stock issuable upon exercise of this Warrant immediately prior to the adjustment in the preceding sentence and (2) the denominator of which is the number of shares of Class A Common Stock issuable upon exercise of this Warrant immediately after the adjustment in the preceding sentence. The adjustment of the exercise price of an Option shall not be deemed to be the issuance or sale of an Option at less than the Current Market Price per share of Common Stock if the exercise price as adjusted is not less than the Current Market Price per share of Common Stock on the date of such adjustment.