Share Adjustment Mechanism Sample Clauses

Share Adjustment Mechanism. In the event that Axys is entitled to indemnification under Article VIII, Axys' recourse for the satisfaction of Damages (subject to the limitations contained in this Section 8.2) owed to Axys shall be as provided in this Section 8.2(g). Unless otherwise agreed to in writing by Axys and DPII, DPII shall issue to Axys as promptly as practicable such number of shares of DPII Common Stock with a Fair Market Value equal to the value of the unsatisfied Damages owed to Axys. In the event that DPII has an insufficient number of authorized shares of DPII Common Stock to fulfill its obligations hereunder, DPII shall take all necessary actions as promptly as practicable to increase its authorized shares of DPII Common Stock in order to fulfill its obligations hereunder. For the purposes of this Section 8.2(g) and Section 8.2(f), the "Fair Market Value" per share of DPII Common Stock shall be determined as follows: (i) if traded on a securities exchange or through NASDAQ-NMS, the Fair Market Value shall be deemed to be the average of the closing price of such share on such exchange over the twenty (20) day period ending three (3) days prior to the date on which the shares are delivered to Axys or DPII, as the case may be; or (ii) if there is no active public market, the Fair Market Value shall be deemed to be the per share price at which the Company sold shares of its capital stock in its most recent equity financing negotiated on an arms'-length basis.