Computation of Adjusted Exercise Price. Except as hereinafter -------------------------------------- provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock including shares held in the Company's treasury (other than (i) the issuances or sales referred to in Section 9.7 hereof, (ii) shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock, or (iii) shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock), for a consideration per share less than the Market Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9.3 hereof. For the purposes of this Section 9 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 7 hereof, as adjusted from time to time pursuant to the provisions of this Section 9. For the purposes of any computation to be made in accordance with this Section 9.1, the following provisions shall be applicable:
Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided,
Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of its Stock (as defined in Section 8.5), other than the issuance or sales referred to in Section 8.6 hereof, including shares held in the Company's treasury and shares of Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Stock issued upon the direct or indirect conversion or exchange of securities for shares of Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price," as defined in Section 8.1(vi), hereof per share of Stock on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (A) an amount equal to the sum of (X) the product of (a) the lower of (i) the Exercise Price in effect immediately prior to such issuance or sale and (ii) the Market Price per share of Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001, by the positive difference, if any, between the (u) Market Price per share of Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Stock outstanding immediately after such issuance or sale; PROVIDED, HOWEVER, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Stock, as provided by Section 8.3 hereof. For the purposes of this Section 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 5 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. For purposes of any computation to be made in accordance with this Section 8.1, the following provisions shall be ...
Computation of Adjusted Exercise Price. For the purposes of this SECTION 6, the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in SECTION 1 hereof, as adjusted from time to time pursuant to the provisions of this SECTION 6.
Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock, other than the issuances or sales referred to in Section 2.7 hereof ("Excluded Issuances"), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any outstanding options, rights or warrants, to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the quotient derived by dividing (i) an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the issuance or sale of such shares, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, and (b) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 2.3 hereof.
Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time during the Antidilution Period issue or sell any New Securities for a consideration per share less than the Applicable Per Share Purchase Price (such price, the "New Price" and such New Price shall be deemed to equal $0.01 in the event such New Securities are issued without consideration), then upon such issuance or sale, each Purchaser shall receive without payment of additional consideration to the Company, that number of shares of Common Stock equal to the excess of (x) a fraction, the numerator or which is the portion of the Purchase Price paid by such Purchaser and the denominator of which is the New Price, over (y) the sum of the number of Shares received by such Purchaser pursuant this Agreement at the Closing pursuant to Article I and the number of Shares of Common Stock received by such Purchaser pursuant to prior application of this Section 3.9(a). No fractional shares shall be issued pursuant to this Section 3.9(a) and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. If a fractional share interest arises pursuant to this Section 3.9(a), the Company shall eliminate such fractional share interest by paying the respective Purchaser an amount equal to the product of the fractional share interest and the fair market value of a full share of Common Stock. For purposes of this Section 3.9, the "Antidilution Period" shall mean the period of time between the date of this Agreement and the date which is 30 days following the effective date of the Registration Statement. For purposes of this Section 3.9, the "Applicable Per Share Purchase Price" shall initially equal the Per Share Purchase Price at the Closing (as set forth in Section 1.1), but shall be reduced to the New Price in the event New Securities are issued for a consideration per share less than the Applicable Per Share Purchase Price in effect at such time of issuance, and the Applicable Per Share Purchase Price shall also be further adjusted as otherwise provided in this Section 3.9. For purposes of any computation to be made in accordance with this Section 3.9, the following provisions shall be applicable:
Computation of Adjusted Exercise Price. If and whenever on or after the Subscription Date (i) the Company issues or sells, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued by the Company in connection with any Excluded Securities) for a consideration per share (the "New Issuance Price") less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a "Dilutive issuance"), then immediately after such Dilutive Issuance the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. Upon each such adjustment of the Exercise Price hereunder, the number of Warrant Shares shall be adjusted to the number of shares of Common Stock equal to (x) the product of (i) the Common Stock deemed outstanding immediately following such adjustment and Dilutive Issuance and (ii) the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such adjustment and Dilutive Issuance, divided by (y) the Common Stock deemed outstanding immediately prior to such adjustment and Dilutive Issuance. For the purposes of any computation to he made in accordance with this Section 2.7(a), the following provisions shall be applicable:
Computation of Adjusted Exercise Price. (a) Except as hereinafter provided, in case the Issuer shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Issuer's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Common Stock and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "
Computation of Adjusted Exercise Price. Commencing on the Issue Date and continuing until this Warrant is either exercised in full or expires, in case the Company shall at any time after the date hereof issue or sell any (a) shares of Common Stock or preferred shares convertible into Common Stock, or (b) debt, warrants, options or other instruments or securities which are convertible into or exercisable for shares of Common Stock (together herein referred to as “Equity Securities”), in each case for consideration (or with a conversion price) per common share less than the Exercise Price in effect immediately prior to the issuance or sale of such securities or instruments, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be automatically reduced to the price (calculated to the nearest full cent) equal to the price (or conversion price) of any such securities or instruments. For the purposes of this Section 5.4, the term Exercise Price shall mean the Exercise Price per share set forth in Section 1 hereof, as adjusted from time to time pursuant to the provisions of this Section. Promptly upon the occurrence of such an event, and in any event not less than ten (10) business days after such an occurrence, the Company shall notify the Holder in writing of the event, disclose to the Holder the new Exercise Price, and provide to the Holder copies of all relevant documents related to such event, even if the event was or should be disclosed publicly.
Computation of Adjusted Exercise Price. Except as hereinafter provided, in the event the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the
