Common use of Sale of Shares Below Exercise Price Clause in Contracts

Sale of Shares Below Exercise Price. (i) If the Corporation shall issue any Additional Stock (as defined below) without consideration or for a consideration per share less than $7.75 (adjusted appropriately for stock dividends, splits, combinations and similar transactions) in effect immediately prior to the issuance of such Additional Stock in a transaction not subject to Section 11.1(a), (b) or (c) above, the Exercise Price in effect immediately prior to issuance of such Additional Stock (except as otherwise provided in this Section 11.1(d)) shall be adjusted down to a price equal to the quotient obtained by dividing the total computed under clause (x) below by the total computed under clause (y) below as follows: (x) an amount equal to the sum of (1) the result obtained by multiplying the number of shares of Common Stock deemed outstanding immediately prior to such issuance (which shall include the actual number of shares outstanding plus all shares issuable upon the conversion or exercise of all outstanding convertible securities, warrants and options other than shares excluded from the definition of Additional Stock by Section 11.1(d)(vi)) by the Exercise Price then in effect, and (2) the aggregate consideration, if any, received by the Corporation upon the issuance of such Additional Stock; (y) the number of shares of Common Stock of the Corporation outstanding immediately after such issuance (including the shares deemed outstanding as provided in clause (x) above).