Common use of Sale of Shares Below Series Preferred Conversion Price Clause in Contracts

Sale of Shares Below Series Preferred Conversion Price. (i) If at any time or from time to time after the Original Issue Date, the Corporation issues or sells, or is deemed by the express provisions of this subsection (g) to have issued or sold, Additional Shares of Common Stock (as defined in subsection (g)(iv) below)), other than as a dividend or other distribution on any class of stock as provided in Section 4(d) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 4(c) above, for an Effective Price (as defined in subsection (g)(iv) below) less than the Conversion Price with respect to any series of Preferred Stock then in effect, then and in each such case, such Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying such Conversion Price by a fraction (x) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined in subsection (g)(ii)) by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such Conversion Price, and (y) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding or exercisable on the day immediately preceding the given date.

Sale of Shares Below Series Preferred Conversion Price. (i) If at any time or from time to time after the Series C Original Issue Date, the Corporation issues or sells, or is deemed by the express provisions of this subsection (gSection 4(i) to have issued or sold, Additional Shares of Common Stock (as defined in subsection clause (g)(iviv) of this Section 4(i) below)), other than as a dividend or other distribution on any class of stock as provided in Section 4(d4(f) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 4(c4(e) above, for an Effective Price (as defined in subsection clause (g)(iviv) of this Section 4(i) below) less than the then effective Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price with respect to any series of or the Series C Preferred Stock then in effectConversion Price, then and in each such casecase the current Series A Preferred Conversion Price, such the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price or the Series C Preferred Conversion Price, as the case may be, shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying such the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price or the Series C Preferred Conversion Price, as the case may be, by a fraction (xi) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below in subsection clause (g)(iiii) of this Section 4(i)) by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such respective Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price or the Series C Preferred Conversion Price, and (yii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issuedissued or sold. For the purposes of the immediately preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through issuable upon the exercise or conversion of all other rights, options and convertible securities outstanding or exercisable on the day immediately preceding the given date. No adjustment shall be made to the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price or the Series C Preferred Conversion Price in an amount less than one-quarter of one cent per share. Any adjustment otherwise required by this Section 4(i) that is not required to be made due to the immediately preceding sentence shall be included in any subsequent adjustment to the Series A Preferred Conversion Price, the Series B Preferred Conversion Price, the Series B-1 Preferred Conversion Price or the Series C Preferred Conversion Price. For avoidance of doubt, any adjustment to the Series C Conversion Price as a result of the provisions of Section 4(j) and 4(k) below shall not cause any adjustments to the applicable Conversion Prices of the Series Preferred pursuant to the provisions of this Section 4(i)(i).

Sale of Shares Below Series Preferred Conversion Price. (i) If at any time or from time to time after the Original Issue Date, the Corporation Company issues or sells, or is deemed by the express provisions of this subsection (gj) to have issued or sold, Additional Shares of Common Stock (as defined in subsection (g)(iviv) below)), other than as a dividend or other distribution on any class of stock as provided in Section 4(d4(f) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 4(c4(e) above, for an Effective Price (as defined in subsection (g)(iviv) below) less than the then effective Series Preferred Conversion Price with respect to any series of Preferred Stock then in effectfor such series, then and in each such case, such case the then existing applicable Series Preferred Conversion Price shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying such the applicable Series Preferred Conversion Price by a fraction (xi) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which that the aggregate consideration received (as defined in subsection (g)(iij)(ii)) by the Corporation Company for the total number of Additional Shares of Common Stock so issued would purchase at such Series Preferred Conversion Price, and (yii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a the given date shall be the sum of (A) the number of shares of Common Stock actually outstandingoutstanding as of the given date, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, options and convertible securities outstanding or exercisable on the day immediately preceding the given date.

Sale of Shares Below Series Preferred Conversion Price. (i) If at any time or from time to time after the Original Issue Date, the Corporation issues or sells, or is deemed by the express provisions of this subsection (gi) to have issued or sold, Additional Shares of Common Stock (as defined in clause (iv) of this subsection (g)(ivi) below)), other than as a dividend or other distribution on any class of stock as provided in Section 4(d4(f) above, and other than a subdivision or combination of shares of Common Stock as provided in Section 4(c4(e) above, for an Effective Price (as defined in clause (iv) of this subsection (g)(ivi) below) less than the then effective Series A Preferred Conversion Price with respect to any series of or Series B Preferred Stock then in effectConversion Price, then and in each such case, such case the current Series A Preferred Conversion Price or Series B Preferred Conversion Price, as the case may be, shall be reduced, as of the opening of business on the date of such issue or sale, to a price determined by multiplying such the Series A Preferred Conversion Price or Series B Preferred Conversion Price, as the case may be, by a fraction (xi) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock which the aggregate consideration received (as defined below in clause (ii) of this subsection (g)(iii)) by the Corporation for the total number of Additional Shares of Common Stock so issued would purchase at such respective Series A Preferred Conversion Price or Series B Preferred Conversion Price, and (yii) the denominator of which shall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issuedissued or sold. For the purposes of the preceding sentence, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of shares of Common Stock into which the then outstanding shares of Series Preferred could be converted if fully converted on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through issuable upon the exercise or conversion of all other rights, options and convertible securities outstanding or exercisable on the day immediately preceding the given date. No adjustment shall be made to the Series A Preferred Conversion Price or Series B Preferred Conversion Price in an amount less than one-quarter of one cent per share. Any adjustment otherwise required by this Section 4(i) that is not required to be made due to the immediately preceding sentence shall be included in any subsequent adjustment to the Series A Preferred Conversion Price or Series B Preferred Conversion Price.