Common use of Issuances Below Target Market Price Clause in Contracts

Issuances Below Target Market Price. If Company issues or sells any shares of Capital Stock (or rights, options, warrants or convertible or exchangeable securities containing a right to subscribe for or purchase shares of Common Stock) other than the Excludible Shares for no consideration or at a price per share less than the Target Market Price per share of Common Stock in effect immediately prior to such sale or issuance, then the number of Warrant Shares owned and Warrant Shares thereafter purchasable upon the exercise of each Warrant shall be automatically increased to account for the economic effects of such transaction (and the applicable Exercise Price for such Warrants shall be proportionately decreased) using a standard weighted average formula approach to compute such adjustment. If Company (i) issues or sells shares for consideration that includes any property other than cash or (ii) issues or sells shares together with other securities as a part of a unit at a price per unit, then the "price per share" and the amount of consideration received by Company for purposes of this Clause (unless Company and Holders otherwise mutually agree) will be determined by an Independent Appraiser. In addition, if Company and Holders are unable to agree on the amount or form of any such adjustment, then Company will retain an Independent Appraiser acceptable to Holders (which acceptance may not be unreasonably withheld) that will determine the amount and form of such adjustment. Any adjustment required by this Clause (1) shall become effective on the date of issuance retroactive to the record date for determining equityholders entitled to receive such issuance, and (2) shall be made successively whenever any such event occurs.