Common use of SALE OF SHARES BELOW APPLICABLE PRICE Clause in Contracts

SALE OF SHARES BELOW APPLICABLE PRICE. (a) If at any time or from time to time after the date hereof, an Issuer issues or sells, or is deemed by the express provisions of this Section 5.4 to have issued or sold, Additional Common Equity Securities (as defined below), other than as provided in Section 5.1, 5.2 or 5.3 above, including as part of an Initial Public Offering, for an Effective Price (as defined below) less than the Applicable Price (such issue, a "Qualifying Dilutive Issuance"), then and in each such case, the then effective Exercise Price shall be reduced, effective as of the opening of business on the date of such issue or sale (or if earlier, the date on which a binding agreement providing for such issue or sale was entered into), to a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction:

SALE OF SHARES BELOW APPLICABLE PRICE. (a) If at any time or from time to time after the date hereof, an Issuer issues or sells, or is deemed by the express provisions of this Section 5.4 to have issued or sold, Additional Common Equity Securities (as defined below), other than as provided in Section 5.1, 5.2 or 5.3 above, including as part of an Initial Public Offering, for an Effective Price (as defined below) less than the Applicable Price (such issue, a "“Qualifying Dilutive Issuance"”), then and in each such case, the then effective Exercise Price shall be reduced, effective as of the opening of business on the date of such issue or sale (or if earlier, the date on which a binding agreement providing for such issue or sale was entered into), to a price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction: