Common use of Sales of Certain Securities Clause in Contracts

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(b) below) at a price per share less than the fair market value of the Common Stock on the date of such issuance or sale, which value shall be either the Current Market Price if the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock), then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(d) below) would purchase at the fair market value per share on the date of such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock), and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(b4.2(b) below) to any Affiliate, officer, director or employee of the Company at a price per share less than the fair market value Closing Price of the a share of Common Stock on the date of such issuance or sale, which value shall be either the Current Market Price if the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)issuance, then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(d4.2(d) below) would purchase at the fair market value Closing Price per share on the date of such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)date, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock sold or offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of its Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(b) below) at a price per share less than the fair market value Closing Price of the a share of Common Stock on the date of such issuance or sale, which value shall be either the Current Market Price if the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)issuance, then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(d) below) would purchase at the fair market value Closing Price per share on the date of such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)date, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(b) below) at a price per share less than the fair market value seventy-five percent (75%) of the Common Stock on the date of such issuance or sale, which value shall be either the Current Market Price if (as defined in Subsection 3.2(f) below) (such amount being the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock"Threshold Value"), then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, of which the numerator shall be the number of shares of Fully Diluted Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(d) below) would purchase at the fair market value Threshold Value per share on the date of such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)sale, and of which the denominator shall be the number of shares of Fully Diluted Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuableissued or sold.

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(b) below) at a price per share less than the fair market value of the Common Stock Exercise Price on the date of such issuance or sale, which value shall be either the Current Market Price if the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be sale (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock), then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(d) below) would purchase at the fair market value per share on the date of Exercise Price in effect immediately prior to such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock), and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.

Sales of Certain Securities. (a) In case the Company shall on or after the date hereof issue or sell any shares of Common Stock or any rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding Excluded Securities, as defined in Subsection 3.2(bSection 4.2(b) below) at a price per (determined as provided in Section 4.2(c) below) share less than the fair market value Closing Price of the a share of Common Stock on the date of such issuance or sale, which value shall be either the Current Market Price if the Common Stock is quoted on Nasdaq or listed or admitted for trading on any national securities exchange, or the value determined by the Board of Directors in good faith, on a reasonable basis, as the case may be (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)issuance, then the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior to such issuance or sale thereto by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock the Aggregate Consideration Receivable (as defined in Subsection 3.2(dSection 4.2(d) below) would purchase at the fair market value Closing Price per share on the date of such issuance or sale as determined above (which amount shall be subject to adjustment in the event of a stock dividend, stock split or subdivision, combination or reclassification of the Common Stock)date, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to such issuance or sale (and shares issuable upon conversion of the Company's Series A1 Preferred Stock and Series B1 Preferred Stock) plus the number of additional shares of Common Stock sold or offered for subscription or purchase. Such adjustment shall be made successively whenever such issuance or sale shall occur. To the extent that any such shares of Common Stock are not so issued or sold or any such rights, options, warrants or convertible or exchangeable securities are not so issued or sold or expire unexercised, the Exercise Price then in effect shall be readjusted to the Exercise Price which would then be in effect if such unissued or unsold shares of Common Stock and such unissued or unsold or unexercised rights, options, warrants or convertible or exchangeable securities had not been issuable.