Common use of Adjustment Formula Clause in Contracts

Adjustment Formula. If before December 15, 2015 the Company shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series C Conversion Price applicable to the Series C Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series C Conversion Price applicable to the Series C Preferred Shares, as appropriate, shall be reduced to the price per share for such Additional Common Shares. If on or after December 15, 2015 the Company shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series C Conversion Price applicable to the Series C Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series C Conversion Price applicable to the Series C Preferred Shares, as appropriate, shall be reduced (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of Common Shares outstanding immediately prior to such issuance or sale plus (2) the number of Common Shares that the Aggregate Consideration Received by the Company for the total number of Additional Common Shares so issued or sold would purchase at such Conversion Price; and (B) the denominator of which shall be the number of Common Shares outstanding immediately prior to issuance or sale plus the number of such Additional Common Shares so issued or sold. If and whenever the Company shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series A Conversion Price applicable to the Series A Preferred Shares or the Series B Conversion Price applicable to the Series B Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series A Conversion Price applicable to the Series A Preferred Shares and/or the Series B Conversion Price applicable to the Series B Preferred Shares, as appropriate, shall be reduced (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of Common Shares outstanding immediately prior to such issuance or sale plus (2) the number of Common Shares that the Aggregate Consideration Received by the Company for the total number of Additional Common Shares so issued or sold would purchase at such Conversion Price; and (B) the denominator of which shall be the number of Common Shares outstanding immediately prior to issuance or sale plus the number of such Additional Common Shares so issued or sold. For purposes of each of the clauses (A) and (B) in the two preceding paragraphs, (i) the number of Common Shares outstanding or deemed in accordance with this Section to be issued and outstanding at any time shall equal the sum of (w) all outstanding Common Shares, (x) all Common Shares issuable upon the conversion of all outstanding Convertible Securities, (y) all Common Shares issuable upon the exercise of all outstanding Rights or Options and (ii) the number of Common Shares deemed issuable upon exercise or conversion of such outstanding Rights, Options or Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Rights, Options or Convertible Securities resulting from the issuance of Additional Common Shares that is the subject of this calculation.

Adjustment Formula. If before December 15, 2015 the Company LLC shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series C Conversion Price applicable to the Series C Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series C Conversion Price applicable to the Series C Preferred Shares, as appropriate, shall be reduced to the price per share for such Additional Common Shares. If on or after December 15, 2015 the Company LLC shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series C Conversion Price applicable to the Series C Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series C Conversion Price applicable to the Series C Preferred Shares, as appropriate, shall be reduced (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of Common Shares outstanding immediately prior to such issuance or sale plus (2) the number of Common Shares that the Aggregate Consideration Received by the Company LLC for the total number of Additional Common Shares so issued or sold would purchase at such Conversion Price; and (B) the denominator of which shall be the number of Common Shares outstanding immediately prior to issuance or sale plus the number of such Additional Common Shares so issued or sold. If and whenever the Company LLC shall issue or sell or, in accordance with this Section 6, is deemed to have issued or sold any Additional Common Shares for a consideration per Additional Common Share less than the Series A Conversion Price applicable to the Series A Preferred Shares or the Series B Conversion Price applicable to the Series B Preferred Shares in effect immediately prior to such issuance or sale, then forthwith upon such issuance or sale, the Series A Conversion Price applicable to the Series A Preferred Shares and/or the Series B Conversion Price applicable to the Series B Preferred Shares, as appropriate, shall be reduced (calculated to the nearest cent) determined by multiplying such Conversion Price by a fraction, (A) the numerator of which shall be (1) the number of Common Shares outstanding immediately prior to such issuance or sale plus (2) the number of Common Shares that the Aggregate Consideration Received by the Company LLC for the total number of Additional Common Shares so issued or sold would purchase at such Conversion Price; and (B) the denominator of which shall be the number of Common Shares outstanding immediately prior to issuance or sale plus the number of such Additional Common Shares so issued or sold. For purposes of each of the clauses (A) and (B) in the two preceding paragraphs, (i) the number of Common Shares outstanding or deemed in accordance with this Section to be issued and outstanding at any time shall equal the sum of (w) all outstanding Common Shares, (x) all Common Shares issuable upon the conversion of all outstanding Convertible Securities, (y) all Common Shares issuable upon the exercise of all outstanding Rights or Options and (ii) the number of Common Shares deemed issuable upon exercise or conversion of such outstanding Rights, Options or Convertible Securities shall not give effect to any adjustments to the conversion price or conversion rate of such Rights, Options or Convertible Securities resulting from the issuance of Additional Common Shares that is the subject of this calculation.