Common use of Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Clause in Contracts

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date of the Purchase Agreement, the Corporation issues or sells (or in accordance with Section 4.C is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) as described in Section 4.D or (ii) pursuant to the Purchase Rights covered by Section 4.I, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Conversion Price shall be reduced to equal the amount determined by multiplying the Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Corporation upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately after such issuance or sale. Upon each such adjustment of the Conversion Price hereunder, the number of Conversion Shares issuable upon exercise of Series 2000-A Preferred Stock shall be adjusted to equal the number of shares determined by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of Conversion Shares issuable upon exercise of Series 2000-A Preferred Stock immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. For the purposes of this Section 4, the calculation of the number of shares of Common Stock deemed outstanding shall exclude the Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date of the Purchase Agreementhereof, the Corporation Company issues or sells (sells, or in accordance with Section 4.C 2B is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) pursuant to a Permitted Issuance, as described in Section 4.D 2C or (ii) pursuant to the Purchase Rights covered by Section 4.I3, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Conversion Exercise Price shall be reduced to equal the amount determined by multiplying the Conversion Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Corporation Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately after such issuance or sale. Upon each such adjustment of the Conversion Exercise Price hereunder, the number of Conversion Warrant Shares issuable acquirable upon exercise of Series 2000-A Preferred Stock this Warrant shall be adjusted to equal the number of shares determined by multiplying the Conversion Exercise Price in effect immediately prior to such adjustment by the number of Conversion Warrant Shares issuable acquirable upon exercise of Series 2000-A Preferred Stock this Warrant immediately prior to such adjustment and dividing the product thereof by the Conversion Exercise Price resulting from such adjustment. For the purposes of this Section 42, the calculation of the number of shares of Common Stock deemed outstanding Deemed Outstanding shall exclude the Conversion Warrant Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date of the Purchase Agreement, the Corporation Company issues or sells (or in accordance with Section 4.C is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) as described in Section 4.D or (ii) pursuant to the Purchase Rights covered by Section 4.I, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Conversion Price shall be reduced to equal the amount determined by multiplying the Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Corporation Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately after such issuance or sale. Upon each such adjustment of the Conversion Price hereunder, the number of Conversion Shares issuable upon exercise of Series 2000-A Preferred Stock this Debenture shall be adjusted to equal the number of shares determined by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of Conversion Shares issuable upon exercise of Series 2000-A Preferred Stock this Debenture immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. For the purposes of this Section 4, the calculation of the number of shares of Common Stock deemed outstanding shall exclude the Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date of the Purchase Agreement, the Corporation issues or sells (or in accordance with Section 4.C is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) as described in Section 4.D or (ii) pursuant to the Purchase Rights covered by Section 4.I, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of such issuance or sale, or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Conversion Price shall be reduced to equal the amount determined by multiplying the Conversion Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance or sale, plus (2) the consideration, if any, received by the Corporation upon such issuance or sale, and the denominator of which will be the product derived by multiplying such Fair Market Value per share of the Common Stock by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) immediately after such issuance or sale. Upon each such adjustment of the Conversion Price hereunder, the number of Conversion Shares issuable upon exercise of Series 2000-A B Preferred Stock shall be adjusted to equal the number of shares determined by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of Conversion Shares issuable upon exercise of Series 2000-A B Preferred Stock immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. For the purposes of this Section 4, the calculation of the number of shares of Common Stock deemed outstanding shall exclude the Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. (i) If and whenever, on or whenever after the date Date of the Purchase AgreementIssuance of this Warrant, the Corporation Company issues or sells (sells, or in accordance with Section 4.C 2B is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) as described in Section 4.D or (ii) pursuant to the Purchase Rights covered by Section 4.I, any shares share of Common Stock for a consideration per share less than (x) the Fair Market Value (as defined below) per share Price of the Common Stock determined as of the earlier of (x) the announcement of at such issuance or sale, time or (y) the date of such issuance or sale, then immediately upon such issuance or sale the Conversion Price shall be reduced to equal the amount determined by multiplying the Conversion Exercise Price in effect immediately prior to such issuance time (the greater of such amounts being referred to herein as, the "ADJUSTMENT MULTIPLIER"), then immediately upon such issue or sale or deemed issue or sale, the Exercise Price shall be reduced to the Exercise Price determined by multiplying (x) the Exercise Price in effect immediately prior to such issue or sale by a fraction, (y) the numerator of which will be quotient obtained by dividing (i) the sum of (1A) the product determined by multiplying the Adjustment Multiplier by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of such issuance issue or sale, plus (2B) the consideration, if any, received by the Corporation Company upon such issuance issue or sale, and the denominator of which will be by (ii) the product derived determined by multiplying such Fair Market Value per share of the Common Stock Adjustment Multiplier by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately after such issuance issue or sale. Upon each such adjustment of the Conversion Exercise Price hereunder, the number of Conversion Shares issuable shares of Common acquirable upon exercise of Series 2000-A Preferred Stock this Warrant shall be adjusted to equal the number of shares determined by multiplying the Conversion Exercise Price in effect immediately prior to such adjustment by the number of Conversion Shares issuable shares of Common acquirable upon exercise of Series 2000-A Preferred Stock this Warrant immediately prior to such adjustment and dividing the product thereof by the Conversion Exercise Price resulting from such adjustment. For the purposes of this Section 4, the calculation of the number of shares of Common Stock deemed outstanding shall exclude the Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.

Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock. If and whenever, on or after the date Date of Issuance, either (x) the Purchase Agreement, the Corporation Company issues or sells (sells, or in accordance with Section 4.C 2B is deemed to have issued or sold) (specifically excluding those shares of Common Stock issued and sold upon the exercise of options and warrants granted prior to the date of the Purchase Agreement), other than (i) as described in Section 4.D or (ii) pursuant to a Permitted Issuance, other than upon the Purchase Rights covered by exercise, exchange or conversion of Floating Price Securities and other than pursuant to an event for which an adjustment is made pursuant to Section 4.I2C, any shares of Common Stock for a consideration per share less than the Fair Market Value (as defined below) per share of the Common Stock determined as of the earlier of (x) the announcement of Exercise Price in effect immediately prior to such issuance or sale, or (y) the date Company issues or sells any shares of Common Stock upon exercise, exchange or conversion of any Floating Price Securities for a consideration per share less than the Deemed Issue Price in effect immediately prior to such issuance or saleissuance, then immediately upon such issuance or sale (A) the Conversion Exercise Price shall be reduced to equal the amount determined by multiplying the Conversion Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which will be the sum of (1) the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately prior to such issuance or sale multiplied by the Fair Market Value per share of the Common Stock determined as of the date of Exercise Price in effect immediately prior to such issuance or sale, plus (2) the consideration, if any, received by the Corporation Company upon such issuance or sale, and the denominator of which will be the product derived by multiplying the Exercise Price in effect immediately prior to such Fair Market Value per share of the Common Stock issuance or sale by the number of shares of Common Stock deemed outstanding (including Shares deemed outstanding pursuant to Section 4.C.(i)) Deemed Outstanding immediately after such issuance or salesale and (B) in the case of an issuance described in (y) above, the Deemed Issue Price shall be reduced in a manner proportional to the reduction to the Exercise Price pursuant to clause (A) above. Upon each such adjustment of the Conversion Exercise Price hereunder, the number of Conversion Warrant Shares issuable acquirable upon exercise of Series 2000-A Preferred Stock this Warrant shall be adjusted to equal the number of shares determined by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of Conversion Shares issuable upon exercise of Series 2000-A Preferred Stock immediately prior to such adjustment and dividing the product thereof by the Conversion Price resulting from such adjustment. For the purposes of this Section 4, the calculation of the number of shares of Common Stock deemed outstanding shall exclude the Conversion Shares. "Fair Market Value" means the closing bid price of a share of Common Stock quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board. However, until a share of Common Stock is first quoted on the NASDAQ Stock Market System or reported on the NASD's OTC Bulletin Board after the date of this Agreement, "Fair Market Value" means $3.00 per share.the