Common use of Common Stock Equivalents Clause in Contracts

Common Stock Equivalents. If the Company shall, after the Closing Date, issue any Common Stock Equivalent, or if, after any such issuance, the price per share for which additional shares of Common Stock may be issuable thereunder is amended, then the Exercise Price upon each such issuance or amendment shall be adjusted as provided in paragraph (c) of this Section 3 on the basis that (i) the maximum number of additional shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued as of the earlier of (a) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (b) the date of actual issuance of such Common Stock Equivalent; and (ii) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent; provided, however, that no adjustment shall be made pursuant to paragraph (d) of this Section 3 unless the consideration received and receivable by the Company per share of Common Stock for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent is less than the Market Price. No adjustment of the Exercise Price shall be made under paragraph (d) of this Section 3 upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Exercise Price then in effect upon the issuance of such warrants or other rights pursuant to paragraph (d) of this Section 3.

Common Stock Equivalents. If at any time after the date of this Agreement the Company shall, after the Closing Date, shall issue any Common Stock Equivalent, Equivalents (other than Permitted Issuances) entitling the holders thereof to subscribe for or if, after any such issuance, the price per share for which additional to purchase shares of Common Stock may be issuable thereunder at a price per share, or having a conversion price per share of Common Stock (if a security is amendedconvertible into Common Stock), then less than the lesser of the Average Market Price per share of Common Stock or, if the Exercise Price upon each has been adjusted pursuant to Section 6(c), less than 91% of such issuance or amendment adjusted Exercise Price, the Exercise Price shall be adjusted as provided decreased to an amount determined by multiplying such Exercise Price in paragraph effect immediately prior to such record date by a fraction, the numerator of which is the sum of (cx) the total number of this Section 3 shares of Common Stock outstanding on the basis that issuance date of such Common Stock Equivalent and (iy) the maximum number of shares of Common Stock which the aggregate subscription or purchase price for such Common Stock Equivalents (plus the aggregate amount of additional consideration, if any, payable upon the exercise or conversion thereof) would purchase at the greater of such Average Market Price or, if the Exercise Price has been adjusted pursuant to Section 6(c), 91% of such Adjusted Exercise Price, as the case may be, and the denominator of which shall be the sum of (a) the number of shares of Common Stock outstanding date of issuance of such Common Stock Equivalents and (b) the number of additional shares of Common Stock issuable pursuant to all be offered for subscription or purchase (or into which the convertible securities to be so offered are initially convertible). In the event such subscription or purchase price is paid, in whole or in part, with consideration other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive and described in a statement filed with the Warrant Agent. The number of shares purchasable upon the exercise of each Warrant outstanding on the issuance date of such Common Stock Equivalents shall be deemed increased to have been a number of shares equal to (i) the number of shares purchasable on such date multiplied by the Exercise Price in effect immediately prior to the adjustment required by the preceding sentence, divided by (ii) the adjusted Exercise Price computed pursuant to the preceding sentence. Such adjustment shall be made successively whenever Common Stock Equivalents are issued as and, in the event that such rights or warrants are not issued, the Exercise Price and the number of shares of Common Stock purchasable upon exercise of the earlier Warrants shall be readjusted to the price and the number of (a) the date on shares which the Company shall enter into a firm contract for the were in effect prior to issuance of such Common Stock Equivalent, or (b) the date of actual issuance of such Common Stock Equivalent; and (ii) the aggregate consideration for such maximum number of additional shares of Common Stock shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent; provided, however, that no adjustment shall be made pursuant to paragraph (d) of this Section 3 unless the consideration received and receivable by the Company per share of Common Stock for the issuance of such additional shares of Common Stock pursuant to such Common Stock Equivalent is less than the Market Price. No adjustment of the Exercise Price shall be made under paragraph (d) of this Section 3 upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made in the Exercise Price then in effect upon the issuance of such warrants or other rights pursuant to paragraph (d) of this Section 3Equivalents.