Common use of Purchase Price Reset Clause in Contracts

Purchase Price Reset. (a) Until the date that is twelve months after the date hereof, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalent (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than the Base Price (as defined below) (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (such lower price, the “Lower Price” and such issuances, collectively, a “Dilutive Issuance”), then the Company shall promptly issue such number of additional shares of Common Stock to each Purchaser, for no additional consideration, equal to the product of (A) a fraction the numerator of which is the Base Price and the denominator of which is the Lower Price and (B) the number of Shares then held by the Purchaser plus the number of shares of Common Stock previously issued to such Purchaser pursuant to this Section 3.04(a) then held by the Purchaser (each such additional issuance of shares of Common Stock, a “Dilution Adjustment”). Such Dilution Adjustment shall be made successively whenever such a Dilutive Issuance is made. Notwithstanding the foregoing, this Section 3.04(a) shall not apply in respect of an Exempt Issuance (as defined below). No fractional shares shall be issued as a result of this Section 3.04(a) and any fractional shares shall be rounded down to the nearest whole number.

Purchase Price Reset. (ai) Until From the date that is twelve months after of this Agreement and untill the date hereoffive (5) year anniversary of the Closing Date (the “Protection Period”), in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalent (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than the Base Per Share Purchase Price (as defined below) (subject to appropriate adjustments for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (such lower price, the “Lower Base Price” and such issuances, collectively, a “Dilutive Issuance”), then the Company shall promptly issue such number of additional shares of Common Stock to each PurchaserSubscriber, for no additional consideration, equal to in an amount sufficient that the product of (A) a fraction Purchase Price paid by such Subscriber hereunder for the numerator of which is Common Shares then held, when divided by the Base Price and the denominator of which is the Lower Price and (B) the total number of Common Shares then held by such Subscriber plus those Common Shares issued as a result of the Purchaser plus Dilutive Issuance will equal the number of shares of Common Stock previously issued to Base Price (such Purchaser pursuant to this Section 3.04(a) then held by the Purchaser (each such additional issuance of shares of Common Stockadjustment, a “Dilution Adjustment”). Such Dilution Adjustment shall be made successively whenever such a Dilutive Issuance an issuance is made. Notwithstanding the foregoing, this Section 3.04(a8(p) shall not apply in respect of an Exempt Issuance (as defined below). No fractional shares adjustment shall be issued as a result made hereunder which would require any Subscriber to surrender any shares of this Section 3.04(a) and any fractional shares shall be rounded down Common Stock to the nearest whole numberCompany.