Common use of Issuance of Equity Securities at Less Than Fair Market Value Clause in Contracts

Issuance of Equity Securities at Less Than Fair Market Value. (a) If, at any time after the Original Issue Date, the Company shall issue or sell (or, in accordance with SECTION 4.4(B), shall be deemed to have issued or sold) any shares of Common Stock without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions hereof) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date of such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable:

Issuance of Equity Securities at Less Than Fair Market Value. (a) If, If at any time after the Original Issue Date, the Company shall issue sells or sell (or, in accordance with SECTION 4.4(B), shall be deemed to have issued or sold) issues any shares of Common Stock without consideration or for Option Rights (excluding the Excluded Securities) at a consideration price per share of Common Stock (determined in the case of Option Rights by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such Option Rights, plus the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (y) the maximum number of shares of Common Stock issuable upon conversion, exercise or exchange of such Option Rights), that is less lower than the Fair Market Value per share of Common Stock determined as of the date of in effect immediately prior to such issuance or salesale and issuance, then, effective immediately upon such issuance or sale, then the Warrant Purchase Price shall be reduced adjusted (calculated to the nearest $.001 and without regard to any other provisions hereof.001) to an amount so that it shall equal to the product obtained price determined by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, thereto by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such sale and issuance or sale by plus (2B) the number of shares of Common Stock which the aggregate consideration received by the Company (determined as provided below) for such sale or issuance would purchase at such Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or saleshare, and the denominator of which shall be (I) the product obtained by multiplying total number of shares of Common Stock outstanding (Cor deemed to be outstanding as provided below) immediately after such sale or issuance plus (II) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after or Option Rights so issued. Adjustments shall be made successively whenever such sale or issuancean issuance is made. For the purposes of such adjustments, by (D) the Fair Market Value per share shares of Common Stock which the holder of any such Option Rights shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of the sale and issuance of such issuance Option Rights and the consideration received by the Company therefor shall be deemed to be the consideration actually received by the Company for such Option Rights, plus the consideration or salepremiums stated in such Option Rights to be paid to acquire the shares of Common Stock covered thereby. Upon each such any adjustment of in the Warrant Purchase Price hereunderas provided in the penultimate paragraph above, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall also be adjusted and shall be that number determined by multiplying the number of Warrant Shares which may be obtained issuable upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be is the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which is the Warrant Purchase Price as so adjusted. If at any time the Company sells and issues any shares of Common Stock or Option Rights containing the right to subscribe for or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property (other than cash or cash equivalents) or services, then in determining the “price per share of Common Stock” and the “consideration received by the Company” for purposes of the preceding paragraphs of this Section 3.4, the Board of Directors shall determine, in good faith, the fair market value of such property or services, subject to the Holder’s rights under Section 3.8(e). There shall be no adjustment of the Warrant Purchase Price in effect immediately after respect of the Common Stock pursuant to this Section 3.4 if the amount of such adjustment. Adjustments adjustment is less than $0.001 per share of Common Stock; provided, however, that any adjustments which by reason of this provision are not required to be made shall be made successively whenever such an issuance or sale is madecarried forward and taken into account in any subsequent adjustment. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable:

Issuance of Equity Securities at Less Than Fair Market Value. (a) If, If ------------------------------------------------------------ at any time after the Original Issue Date, the Company shall issue sells or sell (or, in accordance with SECTION 4.4(B), shall be deemed to have issued or sold) issues any shares of Common Stock without consideration or for Option Rights (excluding the Excluded Shares) at a consideration price per share of Common Stock (determined in the case of Option Rights by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such Option Rights, plus the total consideration payable to the Company upon ---- exercise, conversion or exchange thereof, by (y) the maximum number of shares of Common Stock issuable upon conversion, exercise or exchange of such Option Rights), that is less lower than the Fair Market Value per share of Common Stock determined as of the date of in effect immediately prior to such issuance or salesale and issuance, then, effective immediately upon such issuance or sale, then the Warrant Purchase Price shall be reduced adjusted (calculated to the nearest $.001 and without regard to any other provisions hereof.001) to an amount so that it shall equal to the product obtained price determined by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, thereto by (ii) a fraction, the numerator of which shall be an amount equal to the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such sale and issuance or sale by plus (2B) the number of shares of Common Stock which the aggregate consideration received by the Company (determined as provided below) for such sale or issuance would purchase at such Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or saleshare, and the denominator of which shall be the product obtained by multiplying (C) the total number of shares of Common Stock outstanding (on a Fully Diluted Basisor deemed to be outstanding as provided below) immediately after such sale or issuance. Adjustments shall be made successively whenever such an issuance is made. For the purposes of such adjustments, by (D) the Fair Market Value per share shares of Common Stock which the holder of any such Option Rights shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of the sale and issuance of such issuance Option Rights and the consideration received by the Company therefor shall be deemed to be the consideration actually received by the Company for such Option Rights, plus the consideration or salepremiums stated in ---- such Option Rights to be paid to acquire the shares of Common Stock covered thereby. Upon each such any adjustment of in the Warrant Purchase Price hereunderas provided in the penultimate paragraph above, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall also be adjusted and shall be that number determined by multiplying the number of Warrant Shares which may be obtained issuable upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be is the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which is the Warrant Purchase Price as so adjusted. If at any time the Company sells and issues any shares of Common Stock or Option Rights containing the right to subscribe for or purchase 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 "price per share of Common Stock" and the "consideration received by the Company" for purposes of the preceding paragraphs of this Section 4.4, the Board of Directors of the ----------- Company shall determine, in good faith, the fair market value of property, subject to the Holder's rights under Section 4.8(e). There shall be no -------------- adjustment of the Warrant Purchase Price in effect immediately after respect of the Common Stock pursuant to this Section 4.4 if the amount of such adjustment. Adjustments adjustment is less than $0.001 per ----------- share of Common Stock; provided, however, that any adjustments which by reason -------- ------- of this provision are not required to be made shall be made successively whenever such an issuance or sale is madecarried forward and taken into account in any subsequent adjustment. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable:

Issuance of Equity Securities at Less Than Fair Market Value. (a) If, at any time after the Original Issue Datedate hereof, the Company shall issue or sell (or, in accordance with SECTION 4.4(B4.4(b), shall be deemed to have issued or sold) any shares of Common Stock without consideration or for a consideration per share that is less than either the Fair Market Value per share of Common Stock determined as of the date of such issuance or sale or the Warrant Purchase Price in effect immediately prior to such issuance or sale, then, effective immediately upon such issuance or sale, the Warrant Purchase Price shall be reduced (calculated to the nearest $.001 and without regard to any other provisions hereof) to an amount equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) the lesser of the Fair Market Value per share of Common Stock as of the date of such issuance or sale and the Warrant Purchase Price in effect immediately prior to such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product obtained by multiplying (C) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after such sale or issuance, by (D) the lesser of the Fair Market Value per share of Common Stock as of the date of such issuance or sale and the Warrant Purchase Price in effect immediately prior to such issuance or sale. Upon each such adjustment of the Warrant Purchase Price hereunder, the number of Warrant Shares which may be obtained upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which shall be the Warrant Purchase Price in effect immediately after such adjustment. Adjustments shall be made successively whenever such an issuance or sale is made. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable:

Issuance of Equity Securities at Less Than Fair Market Value. (a) If, If at any time after the Original Issue Date, the Company shall issue sells or sell (or, in accordance with SECTION 4.4(B), shall be deemed to have issued or sold) issues any shares of Common Stock without consideration or for Option Rights (excluding the Excluded Securities) at a consideration price per share of Common Stock (determined in the case of Option Rights by dividing (x) the total amount receivable by the Company in consideration of the sale and issuance of such Option Rights, plus the total consideration payable to the Company upon exercise, conversion or exchange thereof, by (y) the maximum number of shares of Common Stock issuable upon conversion, exercise or exchange of such Option Rights), that is less lower than the Fair Market Value per share of Common Stock determined as of the date of in effect immediately prior to such issuance or salesale and issuance, then, effective immediately upon such issuance or sale, then the Warrant Purchase Price shall be reduced adjusted (calculated to the nearest $.001 and without regard to any other provisions hereof.001) to an amount so that it shall equal to the product obtained price determined by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, thereto by (ii) a fraction, the numerator of which shall be the sum of (A) the product obtained by multiplying (1) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such sale and issuance or sale by plus (2B) the number of shares of Common Stock which the aggregate consideration received by the Company (determined as provided below) for such sale or issuance would purchase at such Fair Market Value per share of Common Stock as of the date of such issuance or sale, PLUS (B) the cash consideration, if any, received by the Company upon such issuance or saleshare, and the denominator of which shall be (I) the product obtained by multiplying total number of shares of Common Stock outstanding (Cor deemed to be outstanding as provided below) immediately after such sale or issuance plus (II) the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately after or Option Rights so issued. Adjustments shall be made successively whenever such sale or issuancean issuance is made. For the purposes of such adjustments, by (D) the Fair Market Value per share shares of Common Stock which the holder of any such Option Rights shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of the sale and issuance of such issuance Option Rights and the consideration received by the Company therefor shall be deemed to be the consideration actually received by the Company for such Option Rights, plus the consideration or salepremiums stated in such Option Rights to be paid to acquire the shares of Common Stock covered thereby. Upon each such any adjustment of in the Warrant Purchase Price hereunderas provided in the penultimate paragraph above, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall also be adjusted and shall be that number determined by multiplying the number of Warrant Shares which may be obtained issuable upon exercise of this Warrant shall be increased to the number of shares determined by multiplying (x) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (y) a fraction, the numerator of which shall be is the Warrant Purchase Price in effect immediately prior to such adjustment and the denominator of which is the Warrant Purchase Price as so adjusted. If at any time the Company sells and issues any shares of Common Stock or Option Rights containing the right to subscribe for or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property (other than cash or cash equivalents) or services, then in determining the “price per share of Common Stock” and the “consideration received by the Company” for purposes of the preceding paragraphs of this Section 4.4, the Board of Directors shall determine, in good faith, the fair market value of such property or services, subject to the Holder’s rights under Section 4.8(e). There shall be no adjustment of the Warrant Purchase Price in effect immediately after respect of the Common Stock pursuant to this Section 4.4 if the amount of such adjustment. Adjustments adjustment is less than $0.001 per share of Common Stock; provided, however, that any adjustments which by reason of this provision are not required to be made shall be made successively whenever such an issuance or sale is madecarried forward and taken into account in any subsequent adjustment. (b) For the purpose of determining the adjusted Warrant Purchase Price under SECTION 4.4(a), the following shall be applicable: