Common use of Issuances Below Exercise Price Clause in Contracts

Issuances Below Exercise Price. Except in the case of the issuance of Common Stock issued (i) pursuant to any employee benefit plan of the Company now existing or to be implemented in the future, (ii) for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (iii) in connection with any transaction referred to in, or contemplated by, this Section 10 hereof, (iv) pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution, (v) issued by the Company pursuant to a registration statement filed under the Securities Act, or (v) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements, if the Company at any time while the Warrants are outstanding, shall issue shares of Common Stock at a price per share (an "Issuance Price") less than the Exercise Price (or in the case of an issuance of Common Stock in a private placement at less than 80% of the Exercise Price), then 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 Common Stock plus the number of shares of Common Stock which the price paid for such shares of Common Stock 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. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 10.2, the number of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

Issuances Below Exercise Price. Except In addition to any adjustments made pursuant to this Section 6, the Exercise Price then in effect pursuant to Section 2(b) shall be subject to adjustment if the Company shall at any time or from time to time issue or sell any Common Stock or Common Stock Equivalents at a price per share (the "Offering Price") that is less than the Exercise Price then in effect as of the record date or Issue Date referred to in the following sentence, as the case may be (the "Relevant Date") (treating the Offering Price per share of Common Stock, in the case of the issuance of any Common Stock issued Equivalent, as equal to (ix) pursuant the sum of the price for such Common Stock Equivalent plus any additional consideration payable (without regard to any employee benefit plan anti-dilution adjustments) upon the conversion, exchange or exercise of such Common Stock Equivalent divided by (y) the Company now existing or to be implemented in the future, (ii) for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (iii) in connection with any transaction referred to in, or contemplated by, this Section 10 hereof, (iv) pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution, (v) issued by the Company pursuant to a registration statement filed under the Securities Act, or (v) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements, if the Company at any time while the Warrants are outstanding, shall issue number of shares of Common Stock at a price per share initially underlying such Common Stock Equivalent), other than (1) issuances or sales for which an "Issuance Price"adjustment is made pursuant to another paragraph of this Section 6 and (2) less than the Exercise Price (or in the case of an issuance issuances of Common Stock in a private placement at less than 80% of the Exercise Price)connection with an Excluded Transaction, then then, and in each such case, the Exercise Price then in effect shall be multiplied reduced, concurrently with such issuance, to a price determined by multiplying such Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the such issuance of such Common Stock plus the number of shares of Common Stock which that the price paid aggregate consideration received by the Company for such the total number of additional shares of Common Stock or Common Stock Equivalents so issued would purchase at the such 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 such additional shares of Common Stock or Common Stock Equivalents so issued issued. Such adjustment shall be made whenever such shares of Common Stock or issuable. Upon each Common Stock Equivalents are issued, and shall become effective retroactively to a date immediately following the close of business (x) in the case of an issuance to the stockholders of the Company, as such, on the record date for the determination of stockholders entitled to receive such shares of Common Stock or Common Stock Equivalents and (y) in all other cases, on the date (the "Issue Date") of such issuance; provided, however, that the determination as to whether an adjustment is required to be made pursuant to this Section 6 shall only be made upon the issuance of such shares of Common Stock or Common Stock Equivalents, and not upon the issuance of the security into which such Common Stock Equivalents convert, exchange or may be exercised; and provided further, that if the convertibility or exercisability feature of such Common Stock Equivalents expires prior to conversion or exercise thereof, then the Exercise Price pursuant to the provisions of this Section 10.2, the number of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted by multiplying a number readjusted (but to no greater extent than originally adjusted) to an Exercise Price equal to that price which would have existed had the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Priceexpired Common Stock Equivalents never been issued or sold.