Weighted Average Adjustment. If the Company Issues Additional Common Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 9) is less than the Warrant Price in effect immediately before such Issue, the Warrant Price in effect immediately before such Issue shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Warrant Price by a fraction:
(a) the numerator of which is the amount of common stock outstanding immediately before such Issue plus the amount of common stock that the aggregate consideration received by the Company for the Additional Common Shares would purchase at the Warrant Price in effect immediately before such Issue, and
(b) the denominator of which is the amount of common stock outstanding immediately before such Issue plus the number of such Additional Common Shares.
Weighted Average Adjustment. If Company issues Additional Common Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 9) is less than the Exercise Price in effect immediately before such Issue, the Exercise Price shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Exercise Price by a fraction:
(a) the numerator of which is the amount of such common stock outstanding immediately before such Issue plus the amount of common stock that the aggregate consideration received by Company for the Additional Common Shares would purchase at the Exercise Price in effect immediately before such Issue, and
(b) the denominator of which is the amount of common stock outstanding immediately before such Issue plus the number of such Additional Common Shares.
Weighted Average Adjustment. If the Company issues additional --------------------------- common shares (including shares of common stock ultimately issuable upon conversion of a security convertible into common stock) after the date of the Warrant and the consideration per additional common share is less than the Warrant Price in effect immediately before such issue, the Warrant Price shall be reduced, concurrently with such Issue, to a price determined by multiplying the Warrant Price by a fraction.
(a) the numerator of which is the amount of common stock outstanding immediately before such Issue plus the amount of common stock that the aggregate consideration received by the Company for the additional common shares would purchase at the Warrant Price in effect immediately before such Issue and
(b) the denominator of which is the amount of common stock outstanding immediately before such issue plus the number of such additional common shares. Upon each adjustment of the Warrant Price, the Number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (a) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant and (ii) the Warrant Price, in each case as in effect immediately before such adjustment, by (b) the adjusted Warrant Price.
Weighted Average Adjustment. If the Company Issues Additional Common Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 4) is less than the Purchase Price (as defined in the Warrant) in effect immediately before such Issue, the Purchase Price in effect immediately before such Issue shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Purchase Price by a fraction:
(a) the numerator of which is the amount of Common Stock outstanding immediately before such Issue plus the amount of Common Stock that the aggregate consideration received by the Company for the Additional Common Shares would purchase at the Purchase Price in effect immediately before such Issue, and
(b) the denominator of which is the amount of Common Stock outstanding immediately before such Issue plus the number of such Additional Common Shares.
Weighted Average Adjustment. If the Company issues or sells shares of its Common Stock in a Dilution Sale:
3.1.1 Subject to Section 3.1.4 below, the Warrant Price shall be adjusted to an amount equal to the quotient obtained by dividing (i) the sum of (a) Aggregate Price, plus (b) the consideration received by the Company from all sales subsequent to the original issue of this Warrant of (X) Common Stock (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) Common Stock Equivalents sold in Dilution Sales, plus (Z) Convertible Securities as provided in Section 3.1.2, by (ii) a number equal to the sum of (a) Aggregate Price divided by the initial Warrant Price as adjusted for stock splits, combinations of shares and stock dividends as set forth in Sections 3.3 and 3.5 but not as previously adjusted by Section 3.1 or 3.4, plus (b) the sum of (X) number of shares of Common Stock issued subsequent to the original issue of this Warrant (excluding sales of Common Stock pursuant to stock option, stock purchase or other equity incentive plans for employees or other persons performing services for the Company if such plan is approved by the Board of Directors), (Y) the Maximum Shares Upon Exercise of Common Stock Equivalents sold in Dilution Sales subsequent to the original issue of this Warrant, plus (Z) the Maximum Shares Upon Exercise of Convertible Securities which are not debt securities issued subsequent to the original issue of this Warrant (as provided in Section 3.1.2), in all cases adjusted for stock splits, combinations of shares and stock dividends occurring after the date of issue of the relevant security.
3.1.2 For purposes of Section 3.1.1, the sale of Convertible Securities which are not debt securities, if such sale is not a Dilution Sale, shall be treated as the sale of a number of shares of Common Stock equal to the Maximum Shares Upon Exercise relating to such Convertible Securities at a consideration equal to the product of (i) the Effective Price and (ii) the Maximum Shares Upon Exercise. Debt securities not sold in Dilution Sales shall be excluded from calculations under Section 3.1.1.
3.1.3 If a sale occurs prior to the date the Warrant Price is fixed under the Additional Warrant Terms, and such sale would be a Dilution Sale based on such initial price, then the Warrant Price when determined shall ...
Weighted Average Adjustment. If the Company issues Additional Common Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 9) is less than the Warrant Price in effect immediately before such Issue (a “Diluting Issuance”), the Warrant Price in effect immediately before such Issuance of Additional Common Shares shall be reduced, concurrently with such Issuance, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Warrant Price by a fraction:
(a) the numerator of which is the amount of common stock outstanding immediately before such Issuance of Additional Common Shares plus the amount of common stock that the aggregate consideration received by Company for the Additional Common Shares would purchase at the Warrant Price in effect immediately before such Issuance of Additional Common Shares, and
(b) the denominator of which is the amount of common stock outstanding immediately before such Issue plus the number of such Additional Common Shares.
Weighted Average Adjustment. The applicable Special Warrant Price (determined pursuant to Section 3.4(c)(i)(B) or (C)) shall be determined by multiplying the Warrant Price immediately prior to the Issue by a fraction (rounded to the 4th decimal place),
(A) the numerator of which is the number of shares of Common Stock outstanding immediately before such Issue plus the number of shares of Common Stock that the aggregate consideration received by the Company for the Additional Common Shares would purchase at the Warrant Price in effect immediately before such Issue;
(B) the denominator of which is the number of shares of Common Stock outstanding immediately before such Issue plus the number of such Additional Common Shares.
Weighted Average Adjustment. Except for Excluded Issuances (as defined below), if the Company Issues (as defined below) Additional Common Shares (as defined below) after the Original Issue Date and the consideration per Additional Common Share is less than the then applicable Exercise Price (a “Diluting Issuance”), the Exercise Price in effect immediately before such Diluting Issuance shall be reduced, concurrently with such Diluting Issuance, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Exercise Price by a fraction:
(i) the numerator of which is the number of shares of Common Stock outstanding immediately before such Diluting Issuance plus the number shares of Common Stock that the aggregate consideration received by Company for the Additional Common Shares would purchase at such current market price per share of Common Stock, and
(ii) the denominator of which is the number of shares of Common Stock outstanding immediately before such Diluting Issuance plus the number of such Additional Common Shares. For purposes of clarity, the exercise shall be determined in accordance with the following formula: For purposes of the foregoing formula, the following definitions shall apply:
Weighted Average Adjustment. If the Company issues Additional Common Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 9) is less than the Warrant Price in effect immediately before such Issue (a "Diluting Issuance"), other than with respect to shares issued to (a) the Company's employees, officer or directors in connection with their employment or retention of services not to exceed the number of Shares reserved in the Company's existing equity financing plans, or (b) customers or vendors in connection with bona fide business transactions, the Warrant Price in effect immediately before such Issue shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Warrant Price by a fraction:
(a) the numerator of which is the amount of common stock outstanding immediately before such Issue plus the amount of common stock that the aggregate consideration received by Company for the Additional Common Shares would purchase at the Warrant Price in effect immediately before such Issue, and
(b) the denominator of which is the amount of common stock outstanding immediately before such Issue plus the number of such Additional Shares. EXHIBIT B
Weighted Average Adjustment. If the Company issues Additional Shares after the date of the Warrant and the consideration per Additional Share (determined pursuant to Section 9) is less than the Warrant Price in effect immediately before such Issue (a “Diluting Issuance”), the Warrant Price in effect immediately before such Issue shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Warrant Price by a fraction:
(a) the numerator of which is the amount of Shares outstanding immediately before such Issue plus the amount of Shares that the aggregate consideration received by Company for the Additional Shares would purchase at the Warrant Price in effect immediately before such Issue, and
(b) the denominator of which is the amount of Shares outstanding immediately before such Issue plus the number of such Additional Shares.
