Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Sample Clauses

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Section 5(c) and 5(d) hereof, if and whenever after the First Closing Date, the Company issues or sells, or in accordance with Section 5(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Market Price on the date of issuance (a "Dilutive Issuance"), then effective immediately upon the Dilutive Issuance, the Exercise Price will be adjusted in accordance with the following formula: E' = (E) (O + P/M) / (CSDO) where: E' = the adjusted Exercise Price; E = the then current Exercise Price; M = the then current Market Price; provided, however, that in the case of stock issued in stock for stock acquisitions with unaffiliated third parties, "M" will be deemed to be the lesser of (i) (a) $0.70 per share in the case of issuances after the First Closing and (b) $1.00 per share in the case of issuances on or after the Second Closing to the extent the Second Closing occurs (as such per share amounts are adjusted for stock splits, stock dividends and other recapitalizations after the date of this Agreement); and (ii) the then current Market Price; O = the number of shares of Common Stock outstanding immediately prior to the Dilutive Issuance; P = the aggregate consideration, calculated as set forth in Section 5(b) hereof, received by the Company upon such Dilutive Issuance; and CSDO = the total number of shares of Common Stock Deemed Outstanding (as herein defined) immediately after the Dilutive Issuance.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Sections 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Section 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Exercise Price on the date of issuance (a "DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof or with respect to an Excluded Issuance (as defined in the Note), if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price (as defined in the Note) on the date of issuance (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price equal to a product of (x) the Exercise Price in effect immediately prior to such issue or sale and (y) the quotient of (1) the sum of (I) the product derived by multiplying the Exercise Price in effect immediately prior to such time by the number of shares of Common Stock Deemed Outstanding immediately prior to such issue or sale plus (II) the consideration received by the Company upon such issue or sale, by (2) the product derived by multiplying (I) the Exercise Price in effect immediately prior to such time by (II) the number of shares of common stock deemed outstanding immediately after such issue or sale. The issuance by the Company of securities convertible or exchangeable into shares of Common Stock at conversion or exchange price less than the Conversion Price shall be deemed a Dilutive Issuance resulting in a reduction in the Exercise price as calculated herein. For example, if the Company has 50,000,000 shares of common stock outstanding, the Exercise Price is $.24, and the Company subsequently sells 10,000,000 shares of common stock at $.10, then the Exercise Price will be reduced to $.1667 based on the above formula as follows:$0.24 x ($.24 x 50,000,000) + ($.10 x 10,000,000) = $.2166 ($.24 x 60,000,000)

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if the Company or any subsidiary thereof, as applicable, at any time while Warrants are outstanding, shall offer, sell, grant any option to purchase or offer, sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or any equity or equity equivalent securities (including any equity, debt or other instrument that is at any time over the life thereof convertible into or exchangeable for Common Stock) (collectively, "COMMON STOCK EQUIVALENTS") entitling any person to acquire shares of Common Stock, at a price per share less than the Exercise Price (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 per share which is issued in connection with such issuance, be entitled to receive shares of Common Stock at a price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price), then, the Exercise Price shall be adjusted for such conversions as holders shall indicate in its Exercise Agreement to equal the conversion, exchange or purchase price for such Common Stock or Common Stock Equivalents (including any reset provisions thereof) at issue. 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 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.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. Except as otherwise provided in Section 5(a) and Section 5(d) hereof, if and whenever after the initial issuance of this Warrant, the Company issues or sells, or in accordance with Section 5(c) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration (other than a stock split or stock dividend) or for a consideration per share less than Exercise Price (as then in effect) (a "Dilutive Issuance"), then effective immediately upon such Dilutive Issuance, the Exercise Price will be adjusted in accordance with the following formula:

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If the Company issues or sells any shares of Common Stock in accordance with Paragraphs 4(b) or 4(d) (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be adjusted in the manner described in the applicable Paragraph 4(b) or 4(d).

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock