Common use of ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES Clause in Contracts

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as 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 of this SECTION 4) 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.

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b4.4(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as 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 of this SECTION 4) 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.

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION Section 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than the Excluded SecuritiesShares) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as determined as of Warrant Purchase Price in effect immediately prior to the date issuance of such issuance or saleCommon Stock, then, effective immediately upon such issuance or sale, the Warrant Purchase Price in effect immediately after such issuance shall forthwith be reduced (calculated adjusted to the nearest $.001 and without regard to any other provisions of this SECTION 4) to an amount a price equal to the product obtained by multiplying (i) the Warrant Purchase Price in effect immediately prior to such issuance or sale, multiplied by (ii) a fraction, the numerator of which shall be is an amount equal to the sum of (A) the product obtained by multiplying (1) total number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock outstanding (on a Fully Diluted Basis) immediately prior to such issuance or sale by (2) which 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, aggregate consideration received by the Company upon such issuance or salewould purchase at a price equal to the Warrant Purchase Price in effect immediately prior to such issuance per share, 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 Basis) immediately after such sale or issuance, by (D) the Fair Market Value per share of Common Stock as of the date issuance of such issuance or saleCommon Stock. 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 (xi) the number of Warrant Shares which could be obtained upon exercise of such Warrant immediately prior to such adjustment by (yii) 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.

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(b), Section 4.4(b) shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as 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 of this SECTION Section 4) 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 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.

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION Section 4.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than Excluded Securities) without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock as 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 of this SECTION Section 4) 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 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.

ISSUANCE OF EQUITY SECURITIES UNDER CERTAIN CIRCUMSTANCES. (a) If, at any time after the date hereof, the Company shall issue or sell (or, in accordance with SECTION 4.3(bSection 4.4(b), shall be deemed to have issued or sold) any shares of Common Stock (Stock, other than Excluded Securities) Shares, without consideration or for a consideration per share that is less than the Fair Market Value per share of Common Stock (but greater than the Warrant Purchase Price) as 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 of this SECTION Section 4) 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 Basisassuming the conversion or exercise, as applicable, of all outstanding Equity Rights) 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 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 Basisassuming the conversion or exercise, as applicable, of all outstanding Equity Rights) 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.