Common use of Adjustment of Exercise Price and Number 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 issuance of --------------------------- this Warrant, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than shares of Common Stock issuable by the Company (whether now or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a consideration per share less than a price equal to the Exercise Price, then immediately after such issuance or sale the Exercise Price shall be reduced to an amount determined by dividing (1) the sum of (I) the product of the Exercise Price and the number of shares of Common Stock actually outstanding (determined on a Fully Diluted Basis, as defined below) immediately prior to such issuance or sale, and (II) the consideration, if any, received by the Company upon such issuance or sale, by (2) the number of shares of Common Stock outstanding (determined on a Fully Diluted Basis) immediately after such issuance or sale. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall be adjusted to the number of shares determined by multiplying the Exercise Price by the number of shares of Common Stock acquirable upon exercise of this Warrant and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes hereof, "Fully Diluted Basis" shall mean that number of shares of Common Stock outstanding assuming the conversion, exercise or exchange of all securities convertible into or exchangeable for Common Stock (hereinafter "convertible securities") regardless of whether any such securities are actually exercisable or convertible at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.

Adjustment of Exercise Price and Number. of Shares upon --------------------------------------------------------- Issuance of ------------------------------------------------------------------ Common Stock. If Except as otherwise provided in Paragraphs 4(c) and 4(d) 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 (other than shares of Common Stock issuable by the Company (whether now for no consideration or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as hereinafter defined) of the Common Stock on the date the Company fixes the price of such issuance of Common Stock (a price equal to the Exercise Price"Dilutive Issuance"), then immediately after such issuance or sale upon the Dilutive Issuance, the Exercise Price shall will be reduced to an amount a price determined by dividing (1i) the sum of (Ix) the product of derived by multiplying the Exercise Price and in effect immediately prior to the Dilutive Issuance times the number of shares of Common Stock actually outstanding Deemed Outstanding (determined on a Fully Diluted Basis, as defined belowhereinafter defined) immediately prior to such issuance or salethe Dilutive Issuance, and plus (IIy) the considerationquotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or sale, Dilutive Issuance by the Market Price on the date of issuance; by (2ii) the total number of shares of Common Stock outstanding (determined on a Fully Diluted Basis) Deemed Outstanding immediately after such issuance or salethe Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior -to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes hereof, "Fully Diluted Basis" shall mean that number of shares of Common Stock outstanding assuming the conversion, exercise or exchange of all securities convertible into or exchangeable for Common Stock (hereinafter "convertible securities") regardless of whether any such securities are actually exercisable or convertible at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.

Adjustment of Exercise Price and Number. of Shares upon --------------------------------------------------------- Issuance of ------------------------------------------------------------------ Common Stock. If Except as otherwise provided in Paragraphs 4(c) and 4(d) 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 (other than shares of Common Stock issuable by the Company (whether now for no consideration or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as hereinafter defined) of the Common Stock on the date the Company fixes the price of such issuance of Common Stock (a price equal to the Exercise Price"Dilutive Issuance"), then immediately after such issuance or sale upon the Dilutive Issuance, the Exercise Price shall will be reduced to an amount a price determined by dividing (1i) the sum of (Ix) the product of derived by multiplying the Exercise Price and in effect immediately prior to the Dilutive Issuance times the number of shares of Common Stock actually outstanding Deemed Outstanding (determined on a Fully Diluted Basis, as defined belowhereinafter defined) immediately prior to such issuance or salethe Dilutive Issuance, and plus (IIy) the considerationquotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or sale, Dilutive Issuance by the Market Price on the date of issuance; by (2ii) the total number of shares of Common Stock outstanding (determined on a Fully Diluted Basis) Deemed Outstanding immediately after such issuance or salethe Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall -this warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes hereof, "Fully Diluted Basis" shall mean that number of shares of Common Stock outstanding assuming the conversion, exercise or exchange of all securities convertible into or exchangeable for Common Stock (hereinafter "convertible securities") regardless of whether any such securities are actually exercisable or convertible at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.

Adjustment of Exercise Price and Number. of Shares upon --------------------------------------------------------- ------------------------------------------------------ Issuance of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and ------------------------ 4(d) hereof,if and whenever on or after the date of issuance of --------------------------- this Warrant, the Company 4(d) issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock (other than shares of Common Stock issuable by the Company (whether now for no consideration or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as hereinafter defined) of the Common Stock on the date the Company fixes the price of such issuance of Common Stock (a price equal to the Exercise Price"Dilutive Issuance"), then immediately after such issuance or sale upon the Dilutive Issuance, the Exercise Price shall will be reduced to an amount a price determined by dividing (1i) the sum of (Ix) the product of derived by multiplying the Exercise Price and in effect immediately prior to the Dilutive Issuance times the number of shares of Common Stock actually outstanding Deemed Outstanding (determined on a Fully Diluted Basis, as defined belowhereinafter defined) immediately prior to such issuance or salethe Dilutive Issuance, and plus (IIy) the considerationquotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or sale, Dilutive Issuance by the Market Price on the date of issuance; by (2ii) the total number of shares of Common Stock outstanding (determined on a Fully Diluted Basis) Deemed Outstanding immediately after such issuance or salethe Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes hereof, "Fully Diluted Basis" shall mean that number of shares of Common Stock outstanding assuming the conversion, exercise or exchange of all securities convertible into or exchangeable for Common Stock (hereinafter "convertible securities") regardless of whether any such securities are actually exercisable or convertible at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.

Adjustment of Exercise Price and Number. of Shares upon --------------------------------------------------------- Issuance ------------------------------------------------------------------ of Common Stock. If Except as otherwise provided in Paragraphs 4(c) and 4(d) --------------- 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 (other than shares of Common Stock issuable by the Company (whether now for no consideration or in the future) in connection with an approved stock plan and other than Common Stock or securities exercisable for shares of Common Stock issued to the Holder pursuant to the Purchase Agreement) for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the then current Market Price (as hereinafter defined) of the Common Stock on the date the Company fixes the price of such issuance of Common Stock (a price equal to the Exercise Price"Dilutive Issuance"), then immediately after such issuance or sale upon the Dilutive Issuance, the Exercise Price shall will be reduced to an amount a price determined by dividing (1i) the sum of (Ix) the product of derived by multiplying the Exercise Price and in effect immediately prior to the Dilutive Issuance times the number of shares of Common Stock actually outstanding Deemed Outstanding (determined on a Fully Diluted Basis, as defined belowhereinafter defined) immediately prior to such issuance or salethe Dilutive Issuance, and plus (IIy) the considerationquotient derived from dividing the aggregate consideration (before deduction for reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), if anycalculated as set forth in Section 4(b) hereof, received by the Company upon such issuance or sale, Dilutive Issuance by the Market Price on the date of issuance; by (2ii) the total number of shares of Common Stock outstanding (determined on a Fully Diluted Basis) Deemed Outstanding immediately after such issuance or salethe Dilutive Issuance. Upon each such adjustment of the Exercise Price hereunder, the number of shares of Common Stock acquirable upon exercise of this Warrant shall warrant will be adjusted to the number of shares determined by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. For purposes hereof, "Fully Diluted Basis" shall mean that number of shares of Common Stock outstanding assuming the conversion, exercise or exchange of all securities convertible into or exchangeable for Common Stock (hereinafter "convertible securities") regardless of whether any such securities are actually exercisable or convertible at such time, but excluding any shares of Common Stock owned or held by or for the account of the Company or issuable upon exercise of this Warrant or any other warrant issued to the Holder pursuant to the Purchase Agreement.