Common use of Computation of Adjusted Price Clause in Contracts

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, at any time after the date of closing of the sale of securities pursuant to the IPO (the "Closing Date"), issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f) hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed pursuant to Section 9(h) hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) for a consideration per share less than the lesser of (A) the "Market Price" (as defined in Section 9(a)(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined by multiplying the Warrant Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Warrant Price immediately prior to such issuance or sale plus (2) the consideration received by the Company upon such issuance or sale, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) hereof. For the purposes of any computation to be made in accordance with this Section 9(a), the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, at any time after the date of closing of the sale of securities pursuant to the IPO Offering herein, (the "Closing Date"), issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f) hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed pursuant to Section 9(h) hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) for a consideration per share less than the lesser of (A) the "Market Price" (as defined in Section 9(a)(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined by multiplying the Warrant Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Warrant Price immediately prior to such issuance or sale plus (2) the consideration received by the Company upon such issuance or sale, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) hereof. For the purposes of any computation to be made in accordance with this Section 9(a), the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, shall at any time after the date of closing of the sale of securities pursuant to the IPO (the "Closing Date"), hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f) 8.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 9(h) 8.9 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) Stock, for a consideration per share less than the lesser Exercise Price in effect immediately prior to the issuance or sale of (A) such shares or the "Market Price" (as defined in Section 9(a)(vi8.1(iv) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Warrant Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined equal to the quotient derived by multiplying the Warrant Price in effect immediately prior dividing (A) an amount equal to such issuance or sale by a fraction, the numerator of which shall be the sum of (1X) the product of (a) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale sale, multiplied by (b) the Warrant lower of (i) the Exercise Price in effect immediately prior to such issuance or sale plus or (2ii) the consideration "Market Price" (as defined in subsection (vi) of this Section 8.1 hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, plus, (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, and the denominator of which shall be the product of by (xB) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Exercise Price be adjusted pursuant to this computation to an amount in excess of the Warrant Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) 8.3 hereof. For the purposes of any computation to be made in accordance with this Section 9(a)8.1, the following provisions shall be applicable:

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, shall at any time after the date of closing of the sale of securities pursuant to the IPO (the "Closing Date"), hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f) 7.6 hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed to all the shareholders of the Company and Holders of Warrants pursuant to Section 9(h) 7.6 hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) Stock, for a consideration per share less than either the lesser Exercise Price in effect immediately prior to the issuance or sale of (A) such shares or the "Market Price" (as defined in Section 9(a)(vi7.1(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Warrant Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) equal to the price determined by multiplying the Warrant Exercise Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by and the Warrant Price immediately prior to such issuance or sale plus (2) number of shares of Common Stock which the consideration amount of all consideration, if any, received by the Company upon such issuance or salesale would purchase at the Market Price, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) hereof. For the purposes of any computation to be made in accordance with this Section 9(a)7.1, the following provisions shall be applicable:: In case of the issuance or sale of shares of Common Stock for a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by the Company for such shares (or, if shares of Common Stock are offered by the Company for subscription, the subscription price, or, if such securities shall be sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price) before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connection therewith.

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, at any time after the date of closing of the sale of securities the Common Stock and Common Stock Purchase Warrants pursuant to the IPO Initial Public Offering (the "Closing Date"), issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f6(f) hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed pursuant to Section 9(h6(j) hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) Stock, for a consideration per share less than the lesser of (A) both the "Market Price" (as defined in Section 9(a)(vi6(a)(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and the Common Stock Purchase Price (Bin the case of the Stock Warrants) and the Warrant Exercise Price (in the case of the Warrants) in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Common Stock Purchase Price and the Warrant Exercise Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined by multiplying the Warrant Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Warrant Purchase Price immediately prior to such issuance or sale plus (2) the consideration received by the Company upon such issuance or sale, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(cthe Stock Warrants) hereof. For and the purposes of any computation to be made in accordance with this Section 9(a), the following provisions shall be applicable:Warrant Exercise Price

Computation of Adjusted Price. Except as hereinafter provided, in case the Company shall, at any time after the date of closing of the sale of securities pursuant to the IPO (the "Closing Date"), issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 9 (f) hereof), including shares held in the Company's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants to subscribe for shares of Common Stock (other than the issuances or sales of Common Stock pursuant to rights to subscribe for such Common Stock distributed pursuant to Section 9(h) hereof) and shares of Common Stock issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock (i) Stock, for a consideration per share less than the lesser of (A) both the "Market Price" (as defined in Section 9(a)(vi) hereof) per share of Common Stock on the trading day immediately preceding such issuance or sale and (B) the Warrant Price in effect immediately prior to such issuance or sale, or (ii) without consideration, then forthwith upon such issuance or sale, the Warrant Price shall (until another such issuance or sale) be reduced to the price (calculated to the nearest full cent) determined by multiplying the Warrant Price in effect immediately prior to such issuance or sale by a fraction, the numerator of which shall be the sum of (1) the number of shares of Common Stock outstanding immediately prior to such issuance or sale multiplied by the Warrant Price immediately prior to such issuance or sale plus (2) the consideration received by the Company upon such issuance or sale, and the denominator of which shall be the product of (x) the total number of shares of Common Stock outstanding immediately after such issuance or sale, multiplied by (y) the Warrant Price immediately prior to such issuance or sale; provided, however, that in no event shall the Warrant Price be adjusted pursuant to this computation to an amount in excess of the Warrant Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 9(c) hereof. For the purposes of any computation to be made in accordance with this Section 9(a), the following provisions shall be applicable: