Upon Dilutive Issuances Clause Samples

Upon Dilutive Issuances. If the Corporation shall, while there are any shares of Series A Preferred Stock outstanding, issue or sell shares of its Common Stock or Common Stock Equivalents (as defined in Section 5.4.2.1 below) without consideration or at a price per share or Net Consideration Per Share (as defined in Section 5.4.3 below) less than the Conversion Value in effect immediately prior to such issuance or sale (a "DILUTIVE ISSUANCE"), then in each such case the Conversion Value, except as hereinafter provided, shall be reduced so as to equal an amount determined by multiplying such Conversion Value by the following fraction: N(0) + N(1) ------------------------- N(0) + N(2) Where: N(0) = the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock or Common Stock Equivalents (calculated on a fully-diluted basis assuming the exercise or conversion of all then exercisable or convertible options, warrants, purchase rights and convertible securities). N(l) = the number of shares of Common Stock which the aggregate consideration, if any, (including the Net Consideration Per Share with respect to the issuance of Common Stock Equivalents) received or receivable by the Corporation for the total number of such additional shares of Common Stock so issued or deemed to be issued would purchase at the Conversion Value in effect immediately prior to such issuance. N(2) = the number of such additional shares of Common Stock so issued or deemed to be issued. Example: Common Stock outstanding immediately prior to the Dilutive Issuance: 1,000,000 Conversion Value of Series A Preferred Stock immediately prior to the Dilutive Issuance $3.00 New shares issued pursuant to the Dilutive Issuance 1,000,000 Issue price of the New Shares $1.50 N(0) = 1,000,000 N(1) = (1,000,000)($1.50)/$3.00 = 500,000 N(2) = 1,000,000 New conversion Value of the Series A Preferred Stock [$3.00][(1,000,000 + 500,000)/(1,000,000 + 1,000,000) = 0.75] = $2.25 The provisions of this Section 5.4.1 may be waived as to all shares of Series A Preferred Stock in any instance (without the necessity of convening any meeting of stockholders of the Corporation) upon the written agreement of the holders of a majority of the outstanding shares of Series A Preferred Stock.

Upon Dilutive Issuances. If the Company shall issue or sell shares of its Common Stock or Common Stock Equivalents (as hereafter defined) without consideration or at a price per share less than the GREATER of: (i) the then current Market Price of such securities so issued; or (ii)$8.00, then such Exercise Price shall be reduced so as to be equal to an amount determined by multiplying such Exercise Price by a fraction: (i) the numerator of which shall be (a) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock or Common Stock Equivalents (calculated on a fully-diluted basis assuming the exercise or conversion of all presently exercisable options, warrants, purchase rights or convertible securities), plus (b) the number of shares of Common Stock or Common Stock Equivalents which aggregate consideration, if any, received by the Company for the total number of such additional shares of Common Stock or Common Stock Equivalents so issued would purchase at the GREATER of: (x) the then current Market Price of such securities so issued; or (y) $8.00 and (ii) the denominator of which shall be (a) the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares of Common Stock or Common Stock Equivalents (calculated on a fully-diluted basis assuming the exercise or conversion of all presently exercisable options, warrants, purchase rights or convertible securities), plus (b) the number of such additional shares of Common Stock or Common Stock Equivalents so issued.

Upon Dilutive Issuances. If the Corporation shall, while there are any shares of Series B Junior Preferred Stock outstanding, issue or sell shares of its Common Stock or "Common Stock Equivalents" (as defined in Section B5.3.2.1 below) without consideration or at a price per share or "Net Consideration Per Share" (as defined in Section B5.3.3 below) less than the Series B Conversion Value in effect immediately prior to such issuance or sale, then in each such case the Series B Conversion Value, except as hereinafter provided, shall be lowered so as to be equal to an amount determined by multiplying such Series B Conversion Value by the following fraction: N(0) + N(1) ------------------- N(0) + N(2) Where: