Common use of Share Issuance Clause in Contracts

Share Issuance. So long as this Note is outstanding, if the Borrower shall issue any shares of Common Stock except for the employee stock options, or in connection with the exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s Reports (as defined in the Subscription Agreement) for a consideration less than the Fair Market Value (as defined in Section 2(c)(E) below) for such shares at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Price. For purposes of this adjustment, the issuance of any security of the Borrower carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights.

Share Issuance. So long as this Note is outstanding, if the Borrower shall issue any shares of Common Stock except for the employee stock options, or in connection with the exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s 's Reports (as defined in the Subscription Agreement) for a consideration less than the Fair Market Value (as defined in Section 2(c)(E) below) for such shares at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Price. For purposes of this adjustment, the issuance of any security of the Borrower carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights.

Share Issuance. So long as this Note is outstanding, if If the Borrower Company at any time shall issue any shares of Common Stock except for prior to the employee stock options, or in connection with the complete exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s Reports (as defined in the Subscription Agreement) Warrant for a consideration less than the Fair Market Value (as defined Purchase Price that would be in Section 2(c)(E) below) for such shares effect at the time of such issue, other than stock or stock options granted to employees or directors of the Company, or equity or debt issued in connection with an acquisition of a business or assets by the Company, or the issuance by the Company of its stock in connection with the establishment of a joint venture, partnership or licensing arrangement, then, and thereafter successively upon each such issue, the Conversion Purchase Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Purchase Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower Company upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Purchase Price. For purposes of this adjustment, the issuance of any security of the Borrower Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Purchase Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights, the consideration being both the purchase price and any additional price paid on exercise or conversion.

Share Issuance. So long If the Company, during the Exclusion Period (as this Note is outstandingdefined in the Subscription Agreement), if the Borrower shall issue any shares of Common Stock except for the employee stock options, or in connection with the exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s 's Reports (as defined in the Subscription Agreement) prior to the complete exercise of this Warrant for a consideration less than the Fair Market Value (as defined Purchase Price that would be in Section 2(c)(E) below) for such shares effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Purchase Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Purchase Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower Company upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Purchase Price. For purposes of this adjustment, the issuance of any security of the Borrower Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Purchase Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights.

Share Issuance. So long Except for the Excepted Issuances as this Note is outstandingdescribed in Section 11 of the Subscription Agreement, if the Borrower Company at any time shall issue any shares of Common Stock except for prior to the employee stock options, or in connection with the complete exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s Reports (as defined in the Subscription Agreement) Warrant for a consideration less than the Fair Market Value (as defined Purchase Price that would be in Section 2(c)(E) below) for such shares effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Purchase Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue (calculated on a fully-diluted basis, as if all convertible securities were converted and all outstanding warrants and options were exercised) shall be multiplied by the Conversion Purchase Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower Company upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Purchase Price. For purposes of this adjustment, the issuance of any security of the Borrower Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Purchase Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights.

Share Issuance. So long as this Note is outstandingSubject to the provisions of Section 2.1(c), if the Borrower at any time shall issue any shares of Common Stock except for any class of securities of the employee stock options, or in connection with the exercise of Warrants, options or upon Borrower prior to the conversion of convertible instruments outstanding on the issue date entire principal amount of the Note (otherwise than as provided in Sections 2.1(c)(i), 2.1(c)(ii) or 2.1(c)(iii) or this Note and as described in the Borrower’s Reports subparagraph (as defined in the Subscription Agreement) iv)); for a consideration less than the Fair Market Value (as defined Conversion Price that would be in Section 2(c)(E) below) for such shares effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced as follows: (i) the number of shares of Common Stock Stock, on a fully diluted basis, outstanding immediately prior to such issue shall be multiplied by the Conversion Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower upon such issue of additional shares of Common Stocksuch stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock such stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Price. For purposes of this adjustment, the issuance of any security of the Borrower carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment be deemed to the Conversion Price upon constitute the issuance of the maximum number of shares of Common Stock upon issuable on full exercise of such conversion or purchase rights, and the consideration for such security plus any consideration payable upon exercise of its conversion or purchase right shall be deemed to have been paid to the Borrower. Upon the expiration of any such conversion or purchase right, the adjustment to the Conversion Price shall be extinguished.

Share Issuance. So long as this Note is outstanding, if If the Borrower Company at any time shall issue any shares of Common Stock except for prior to the employee stock options, or in connection with the complete exercise of Warrants, options or upon the conversion of convertible instruments outstanding on the issue date of this Note and as described in the Borrower’s Reports (as defined in the Subscription Agreement) Warrant for a consideration less than the Fair Market Value (as defined Purchase Price that would be in Section 2(c)(E) below) for such shares effect at the time of such issueissue other than stock or stock options granted to employees or directors of the Company, or equity or debt issued in connection with an acquisition of a business or assets by the Company, or the issuance by the Company of its stock in connection with the establishment of a joint venture, partnership or licensing arrangement, then, and thereafter successively upon each such issue, the Conversion Purchase Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Conversion Purchase Price in effect at the time of such issue and the product shall be added to the aggregate consideration, if any, received by the Borrower Company upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Conversion Purchase Price. For purposes of this adjustment, the issuance of any security of the Borrower Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Purchase Price upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights, the consideration being both the purchase price and any additional price paid on exercise or conversion.