Other One-Time Adjustments; Treatment of Derivative Securities; Treatment of Expired or Terminated Equity Securities. (i) In the event the Company shall at any time or from time to time after the Date of Issuance issue, or in accordance with Section 5(d)(ii) is deemed to have issued, shares of Common Stock or equivalents (a “Reduced Price Issuance”), other than in an Excluded Issuance, at a price (such price, the “Reduced Price”) that is less than 92.5% of the 10-day VWAP of the Company’s Common Stock (determined as of the date of the first public announcement of the Reduced Price Issuance, or if there is no public announcement of the Reduced Price Issuance prior to entering into a definitive agreement with respect to such Reduced Price issuance, the date of a binding agreement regarding the Reduced Price Issuance (the “Measurement Date”)), then the number of shares of Common Stock that the Holder shall be entitled to purchase upon Exercise of this Warrant after such Reduced Price Issuance shall be determined in accordance with the following formula: where: W’ = the adjusted Number Issuable (as defined below). W = the Number Issuable on the Measurement Date. O = the number of shares of Common Stock outstanding immediately prior to the Measurement Date (measured on a Fully Diluted Basis). N = the number of shares of Common Stock issued (or deemed to be issued) in a Reduced-Price Issuance plus, as it relates to Equity Securities outstanding prior to the Reduced-Price Issuance, the increase in the number of shares of Common Stock on a Fully Diluted Basis (on an as-converted basis) as a result of the Reduced-Price Issuance. R = the Reduced Price. M = On the Measurement Date, (a) the closing price of a share of Common Stock as reported on NASDAQ or, if the Common Stock is not listed or quoted on NASDAQ on the Trading Day immediately preceding the Measurement Date, as reported on such other Eligible Market that is then the principal trading market for Common Stock, for the Trading Day immediately preceding the Measurement Date or (b) if the foregoing clause (a) is not applicable because the Common Stock is not listed or quoted on an Eligible Market, the Fair Market Value of a share of Common Stock . Such adjustment shall become effective immediately after the consummation of such Reduced Price Issuance.
Other One-Time Adjustments; Treatment of Derivative Securities; Treatment of Expired or Terminated Equity Securities. (i) In the event the Company shall at any time or from time to time after the Date of Issuance issue, or in accordance with Section 5(d)(ii) is deemed to have issued, shares of Common Stock or equivalents (a “Reduced Price Issuance”), other than in an Excluded Issuance, at a price (such price, the “Reduced Price”) that is less than 92.5% of the 10-day VWAP of the Company’s Common Stock (determined as of the date of the first public announcement of the Reduced Price Issuance, or if there is no public announcement of the Reduced Price Issuance prior to entering into a definitive agreement with respect to such Reduced Price issuance, the date of a binding agreement regarding the Reduced Price Issuance (the “Measurement Date”)), then the number of shares of Common Stock that the Holder shall be entitled to purchase upon Exercise of this Warrant after such Reduced Price Issuance shall be determined in accordance with the following formula: where:
