Common use of Subsequent Issuances Clause in Contracts

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible SecuritiesConvertibleSecurities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if the price per share for at which Common Stock is issuable issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable paid to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable paid upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable being issued upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options conversion, exercise or Convertible Securitiesexchange, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable issued upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if the price per share for at which Common Stock is issuable issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable paid to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable paid upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable being issued upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options conversion, exercise or Convertible Securitiesexchange, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable issued upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded IssuancesIf the Company, if and whenever the Corporation shall issue at any time while this Note is outstanding, issues or sell otherwise sells any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Equity-Linked Securities, in each case at an Effective Price per share of Common Stock that is less than the Conversion Price in effect (before giving effect to the adjustment required by this Section 4(b)) as of the date of the issuance or sale of such shares or Equity-Linked Securities (such warrantsan issuance or sale, rights or options being called a “Options” and such convertible or exchangeable stock or securities being called “Convertible SecuritiesSubsequent Issuance”), whether or not then, effective as of the Close of Business on such Options or date, the right Conversion Price will be decreased to convert or exchange any an amount equal to the Weighted Average Issuance Price. For these purposes, the “Weighted Average Issuance Price” will be equal to: CP x OS+(EP x X)CP x (OS+X) where: CP = such Convertible Securities are Conversion Price (before giving effect to the adjustment); OS = the number of shares of Voting Stock outstanding immediately exercisable, and before such Subsequent Issuance; EP = the price Effective Price per share for which of Common Stock is issuable upon in such Subsequent Issuance; and X = the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum sum, without duplication, of (x) the total amount, if any, received number of shares of Common Stock issued or receivable by the Corporation as consideration for the granting of sold in such Options or Convertible Securities, plus Subsequent Issuance; and (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon underlying such Equity-Linked Securities issued or sold in such Subsequent Issuance; provided, however, that (A) an Exempt Issuance shall not be deemed a Subsequent Issuance and, as a result, the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Conversion Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall will not be adjusted pursuant to equal this Section 4(b) as a result of an Exempt Issuance; (B) the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment issuance of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options Stock pursuant to any such Equity-Linked Securities will not constitute an additional issuance or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom sale of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall Stock constituting a Subsequent Issuance for the purposes of this Section 4(b) (it being understood any re-pricing thereof will be issued or sold for a consideration other than cash or for a consideration including cash subject to this Section 4(b)); and such other consideration, (C) in no event will the amount of the consideration other than cash received by the Corporation shall Conversion Price be deemed increased pursuant to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a wholethis Section 4(b).

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”"TRIGGER ISSUANCE") the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” "OPTIONS" and such convertible or exchangeable stock or securities being called “Convertible Securities”"CONVERTIBLE SECURITIES"), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded Issuances, if The Company may issue Additional Notes provided that (1) no Event of Default has occurred and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to is continuing at the time of or would be caused by such issue or saleissuance, then and in each such case (a “Trigger Issuance”2) the then-existing Warrant Price shall be reduced, as Incurrence of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which Indebtedness evidenced by such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights Notes is permitted pursuant to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisableSection 4.09, and the price per share for which Common Stock is issuable upon the exercise of (3) if such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such Options or Convertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be Additional Notes are issued in connection with the issue and sale of other securities issuance of the CorporationCompany’s XXXx or Class A Common Stock, together comprising one integral transaction the ratio of the aggregate principal amount of such Additional Notes to the number of such additional shares of the Class A Common Stock shall be equal to the equivalent ratio with respect to the Notes and shares of Class A Common Stock represented by XXXx outstanding immediately prior to the issuance of such Additional Notes. The Company may issue Additional Notes only if it delivers to the Trustee on the date of such issuance a certificate of the Company’s principal financial officer stating that on such date, after giving pro forma effect to the issuance of such Additional Notes and the related Guarantees, the Company and the Guarantors are solvent. Furthermore, the Company may issue Additional Notes only if it has received an opinion of independent tax counsel to the effect that the Additional Notes should be treated as debt for U.S. federal income tax purposes. The Company agrees, and by purchasing the Notes each Holder and each owner of a beneficial interest in which no specific consideration is allocated to such Options by the parties thereto, such Options a Global Note shall be deemed to have been agreed, that, upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes should be assigned a different CUSIP number than the CUSIP number assigned to the Initial Notes, then immediately following such issuance (and immediately following any issuance of Additional Notes thereafter) a portion of each such Holder’s or beneficial owner’s Initial Notes and/or Additional Notes, as applicable, or beneficial ownership interest therein, will automatically, without any action by such Holder or beneficial owner, be exchanged (each, an “Automatic Exchange”) for a portion of each other Holder’s Initial Notes and/or Additional Notes or each other beneficial owner’s beneficial interest in the Initial Notes and/or Additional Notes, as applicable, such that each Holder and owner of a beneficial interest in a Global Note will hold Notes or beneficial interests in the Global Notes of each issuance in the same proportion as each other Holder and owner of beneficial interests in the Global Notes. The aggregate stated principal amount of Notes owned by each Holder and owner of a beneficial interest in a Global Note will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct the Depository to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into inseparable units (“Note Units”) in accordance with the procedures of the Depository. The Note Units will be assigned a new CUSIP number, and the transfers and exchanges of beneficial interests in the Note Units will be effected through the Depository. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and Depository to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such consideration Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Initial Notes and Additional Notes among all beneficial owners in good faith by the Board. This determination proportion to their ownership of the fair value aggregate principal amount of consideration Notes and (or 2) each beneficial owner of the allocation thereof) need Notes shall report such original issue discount in this manner and shall not be take an inconsistent position for any applicable tax purpose. With respect to any Additional Notes with a different CUSIP number exchanged in any Automatic Exchange, Holders and owners of beneficial interests in the Global Notes may obtain the amount recorded of original issue discount in respect of such Additional Notes, the books date of issuance, the issue price and records of the Corporation if yield to maturity by submitting a written request to the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a wholeTrustee.

Subsequent Issuances. Except for Excluded IssuancesIf at any time while this Warrant is outstanding, if and whenever the Corporation Company shall issue or sell enter into any agreement or understanding to issue Common Stock Equivalents entitling any person to acquire shares of Common Stock for Stock, at a consideration price per share less than the Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event, such issuance shall be deemed to have occurred for less than the Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event), then, the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such shares of Common Stock or such Common Stock Equivalents plus the number of shares of Common Stock which the aggregate offering price for such shares of Common Stock or Common Stock Equivalents would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the holder in writing, no later than the fifth Business Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms, but failure to provide such notice will not delay or affect the reduction of the Exercise Price. Upon each adjustment of the Exercise Price pursuant to this Section 3(e), the holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Exercise Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable adjustment by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, no adjustment will be made under this paragraph (e) in respect of: (1) the Warrant Shares to be sold hereunder, (2) the issuance of Common Stock upon the exercise of such Options options or upon the warrants or conversion of convertible securities or exchange redemption of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time redeemable securities outstanding as of the granting date hereof, (3) the grant of such Options or Convertible Securities, then the Warrant Price shall be adjusted options to equal the price at which Common Stock is issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any purchase shares of Common Stock, Options or Convertible Securities shall be issued the grant of shares of stock or sold for cashpurchase rights (including restricted stock units), the consideration received therefor shall be deemed pursuant to be the amount received equity incentive plans duly adopted by the Corporation therefor plus the amountCompany’s board of directors, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares and issuances of Common Stock, Options Stock or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed Company securities pursuant to be the fair value exercise of such consideration as determined options and rights, (4) the issuance of Common Stock or other Company securities (including restricted stock units) to employees and consultants pursuant to the Company’s employee stock purchase plans, and issuances of Common Stock or other Company securities pursuant to exercise of such options and rights, and (5) issuances of warrants, Common Stock or other Company securities to Cognate BioServices (including its affiliates) in good faith by the Board, without deduction of any expenses incurred payment for or any underwriting commissions related to services rendered or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a wholeotherwise.