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

Adjustment of Number of Shares and Exercise Price. The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3, the Company's board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "Required Holders") shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors' determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c)) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company's receipt of the Required Holders' notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses.

Adjustment of Number of Shares and Exercise Price. The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3, the Company's ’s board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "“Required Holders"”) shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors' ’ determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c)) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company's ’s receipt of the Required Holders' ’ notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses.